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EXHIBIT 4.44
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Pledge Agreement"), dated as of December 20,
1993, is executed by and among the owners of the capital stock of
MISSISSIPPI-34 CELLULAR CORPORATION, a Mississippi corporation ("Borrower")
listed on the signature pages hereto ("Pledgors"), and AT&T Credit Corporation
(the "Lender"). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Loan
Agreement.
WITNESSETH:
WHEREAS, the Borrower and Lender have entered into a certain Loan and
Security Agreement of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement"), pursuant to which
Lender has agreed, subject to certain conditions precedent, to make loans to
Borrower from time to time;
WHEREAS, each of the Pledgors owns that percentage of the issued and
outstanding capital stock of the Borrower set forth on Exhibit A hereto and
will derive direct and indirect economic benefit from the loans made to the
Borrower under the Loan Agreement;
WHEREAS, the Lender has required, as a condition to its entering into
the Loan Agreement, that the Pledgors execute and deliver this Pledge
Agreement; and
WHEREAS, the Pledgors desire to secure their "Liabilities" (as
hereinafter defined) to the Lender by the grant to the Lender of a first
priority security interest in the "Pledged Collateral" (as hereinafter
defined);
NOW, THEREFORE, for and in consideration of the foregoing and of any
financial accommodations or extensions of credit (including, without
limitation, any loan or advance by renewal, refinancing or extension of the
agreements described hereinabove or otherwise) heretofore, now or hereafter
made to or for the benefit of the Borrower pursuant to the Loan Agreement or
any other agreement, instrument or document executed pursuant to or in
connection therewith and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Pledgors and the Lender
hereby agree as follows:
1. Pledge. Each Pledgor hereby pledges to the Lender, and grants to
the Lender a security interest in, the following (collectively, the "Pledged
Collateral"):
(a) the shares of the capital stock of the Borrower, now or at any
time or times hereafter owned by such Pledgor, and the certificates
representing the shares of such capital stock (as identified on Exhibit A
attached hereto and made a part
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hereof), all options and warrants for the purchase of shares of the stock of
the Borrower now or hereafter held in the name of such Pledgor (all of said
capital stock, options and warrants and all capital stock held in the name of
such Pledgor as a result of the exercise of such options or warrants being
hereinafter collectively referred to as the "Pledged Stock"), herewith
delivered to the Lender accompanied by stock powers in the form of Exhibit B
attached hereto and made a part hereof ("Powers") duly executed in blank, and
all dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of, or in exchange for, any or
all of such shares;
(b) all additional shares of stock of the Borrower from time to time
acquired by such Pledgor in any manner, and the certificates representing such
additional shares (any such additional shares shall constitute part of the
Pledged Stock and shall be listed on Exhibit A), and all options, warrants,
dividends, cash, instruments and other rights and options from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares;
(c) the property and interests in property described in paragraph 3
below; and
(d) all proceeds of the foregoing.
2. Security for Liabilities. The Pledged Collateral secures the
prompt payment, performance and observance of (i) the Borrower's obligations
and liabilities under the Loan Agreement and the Loan Documents and (ii) each
Pledgor's obligations and liabilities under this Pledge Agreement and each
agreement, document or instrument executed pursuant to or in connection with
this Pledge Agreement (all such obligations and liabilities described in (i)
and (ii) above and now or hereafter existing being hereinafter referred to
collectively as the "Liabilities").
3. Pledged Collateral Adjustments. If, during the term of this
Pledge Agreement:
(a) any stock dividend, reclassification, readjustment or other
change is declared or made in the capital structure of the Borrower, or any
option included within the Pledged Collateral is exercised, or both, or
(b) subscription warrants or any other rights or options shall be
issued in connection with the Pledged Collateral, then all new, substituted and
additional shares, warrants, rights, options or other securities, issued by
reason of any of the foregoing, shall be immediately delivered to and held by
the Lender under the terms of this Pledge Agreement and shall constitute
Pledged Collateral hereunder; provided, however, that nothing contained in this
paragraph 3 shall be deemed to permit any stock dividend, issuance of
additional stock, warrants, rights or options, reclassification, readjustment
or
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other change in the capital structure of the Borrower which is not expressly
permitted in the Loan Agreement.
4. Subsequent Changes Affecting Pledged Collateral. Each Pledgor
represents and warrants that it has made its own arrangements for keeping
informed of changes or potential changes affecting the Pledged Collateral
(including, but not limited to, rights to convert, rights to subscribe, payment
of dividends, reorganization or other exchanges, tender offers and voting
rights), and each Pledgor agrees that the Lender shall have no obligation to
inform any Pledgor of any such changes or potential changes or to take any
action or omit to take any action with respect thereto. The Lender may, after
the occurrence of an Event of Default, with notice and at its option, transfer
or register the Pledged Collateral or any part thereof into its or its
nominee's name with or without any indication that such Pledged Collateral is
subject to the security interest hereunder. In addition, the Lender may at any
time exchange certificates or instruments representing or evidencing Pledged
Shares for certificates or instruments of smaller or larger denominations.
5. Representations and Warranties. Each Pledgor represents and
warrants as follows:
(a) such Pledgor is the sole legal and beneficial owner of
that percentage of the issued and outstanding capital stock of the Borrower set
forth on Exhibit A, free and clear of any Lien except for the security interest
created by this Pledge Agreement;
(b) such Pledgor has full corporate power and authority to
enter into this Pledge Agreement;
(c) there are no restrictions upon the voting rights
associated with, or upon the transfer of, any of the Pledged Collateral except
as set forth in the Shareholders Agreement;
(d) such Pledgor has the right to vote, pledge and grant a
security interest in or otherwise transfer such Pledged Collateral free of any
Liens except as set forth in the Shareholders Agreement;
(e) no authorization, approval, or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required either (i) for the pledge of such Pledgor's Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement by such Pledgor or (ii) for the exercise by the Lender of the
voting or other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement (except as may be
required (x) in connection with such disposition by laws affecting the offering
and sale of securities generally and (y) by the FCC or PUC);
(f) the pledge of such Pledgor's Pledged Collateral pursuant
to this Pledge Agreement creates a valid and perfected
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first priority security interest in such Pledged Collateral, in favor of the
Lender, securing the payment and performance of the Liabilities; and
(g) the Powers are duly executed and give the Lender the
authority they purport to confer.
6. Voting Rights. During the term of this Pledge Agreement,
and except as provided in this Section 6 below, each Pledgor shall have the
right to vote the Pledged Stock on all corporate questions in a manner not
inconsistent with the terms of this Pledge Agreement, the Loan Agreement and
any other agreement, instrument or document executed pursuant thereto or in
connection therewith. After the occurrence of an Event of Default, the Lender
may, at the Lender's option and following written notice from the Lender to the
Pledgors, exercise all voting powers pertaining to the Pledged Collateral.
7. Dividends and Other Distributions.
(a) So long as no Event of Default shall have occurred and be
continuing:
(i) Each Pledgor shall be entitled to receive and retain any
and all dividends and interest paid in respect of such Pledgor's Pledged
Collateral to the extent the Borrower is permitted to make such payments under
the Loan Agreement, provided, however, that any and all
(A) dividends and interest paid or payable other than
in cash with respect to, and instruments and other property received,
receivable or otherwise distributed with respect to, or in exchange for, any of
the Pledged Collateral;
(B) dividends and other distributions paid or payable
in cash with respect to any of the Pledged Collateral on account of a partial
or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in surplus; and
(C) cash paid, payable or otherwise distributed with
respect to principal of, or in redemption of, or in exchange for, any of the
Pledged Collateral; shall be, and shall be forthwith delivered to the Lender to
hold as, Pledged Collateral and shall, if received by such Pledgor, be received
in trust for the Lender, be segregated from the other property or funds of such
Pledgor, and be delivered immediately to the Lender as Pledged Collateral in
the same form as so received (with any necessary endorsement); and
(ii) The Lender shall execute and deliver (or cause to be
executed and delivered) to each Pledgor all such proxies and other instruments
as such Pledgor may reasonably request for the purpose of enabling such Pledgor
to receive the dividends or interest payments which it is authorized to receive
and retain pursuant to paragraph (i) above.
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(b) After the occurrence of an Event of Default:
(i) All rights of each Pledgor to receive the dividends and
interest payments which it would otherwise be authorized to receive and retain
pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall
thereupon become vested in the Lender, which shall thereupon have the sole
right to receive and hold as Pledged Collateral such dividends and interest
payments;
(ii) all dividends and interest payments which are received by
each Pledgor contrary to the provisions of paragraph (i) of this Section 7(b)
shall be received in trust for the Lender, shall be segregated from other funds
of such Pledgor and shall be paid over immediately to the Lender as Pledged
Collateral in the same form as so received (with any necessary endorsements);
and
(iii) each Pledgor shall, upon the request of the Lender, at
Pledgor's expense, do or cause to be done all such other acts and things as may
be necessary to make such sale of such Pledgor's Pledged Collateral or any part
thereof valid and binding and in compliance with applicable law. Each Pledgor
will reimburse the Lender for all expenses incurred by the Lender, including,
without limitation, reasonable attorneys' and accountants' fees and expenses in
connection with the foregoing to the extent that such expenses relate to the
Pledgor's Pledged Collateral.
8. Transfers and Other Liens. Each Pledgor agrees that it
will not (i) sell or otherwise dispose of, or grant any option with respect to,
any of the Pledged Collateral without the prior written consent of the Lender,
or (ii) create or permit to exist any Lien upon or with respect to any of the
Pledged Collateral, except for the security interest under this Agreement.
9. Remedies.
(a) The Lender shall have, in addition to any other rights
given under this Pledge Agreement or by law, all of the rights and remedies
with respect to the Pledged Collateral of a secured party under the Uniform
Commercial Code as in effect in the State of New Jersey. In addition, after the
occurrence of an Event of Default, the Lender shall have such powers of sale
and other powers as may be conferred by applicable law. With respect to the
Pledged Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of the Lender or which the
Lender shall otherwise have the ability to transfer under applicable law, the
Lender may, in its sole discretion, without notice except as specified below,
after the occurrence of an Event of Default, sell or cause the same to be sold
at any exchange, broker's board or at public or private sale, in one or more
sales or lots, at such price as the Lender may deem best, for cash or on credit
or for future delivery,
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without assumption of any credit risk, and the purchaser of any or all of the
Pledged Collateral so sold shall thereafter own the same, absolutely free from
any claim, encumbrance or right of any kind whatsoever. The Lender may, in its
own name, or in the name of a designee or nominee, buy the Pledged collateral
at any public sale and, if permitted by applicable law, buy the Pledged
Collateral at any private sale. In accordance with the requirements of 47
C.F.R. Section 22.917 (1985), or any successor provision thereto, the Lender
shall notify the Borrower and the FCC in writing at least ten (10) days prior
to the repossession, in accordance with the Loan Documents, of all or any part
of the System which is subject to said regulation. Each Pledgor shall be
severally liable to the Lender for all reasonable expenses (including, without
limitation, court costs and reasonable attorneys' and paralegals' fees and
expenses) of, or incident to, the enforcement of any of the provisions hereof.
The Lender agrees to distribute any proceeds of the sale of the Pledged
Collateral in accordance with the Loan Agreement.
(b) Unless any of the Pledged Collateral threatens to decline
speedily in value or is or becomes of a type sold on a recognized market, the
Lender will give the Pledgors reasonable notice of the time and place of any
public sale thereof, or of the time after which any private sale or other
intended disposition is to be made. Any sale of the Pledged Collateral
conducted in conformity with reasonable commercial Practices of banks,
commercial finance companies, insurance companies or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Notwithstanding any Provision to the
contrary contained herein, any requirements of reasonable notice shall be met
if such notice is received by the Pledgors as provided in paragraph 19 below,
at least five (5) Business Days before the time of the sale or disposition. Any
other requirement of notice, demand or advertisement for sale is waived, to the
extent Permitted by law.
(c) In view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Pledged
Collateral may be effected after an Event of Default, the Pledgors agree that
after the occurrence of an Event of Default, the Lender may, from time to time,
attempt to sell all or any part of the Pledged Collateral by means of a private
placement restricting the bidders and prospective purchasers to those who are
qualified and will represent and agree that they are purchasing for investment
only and not for distribution. In so doing, the Lender may solicit offers to
buy the Pledged Collateral, or any part of it, from a limited number of
investors deemed by the Lender, in its reasonable judgment, to be financially
responsible parties who might be interested in purchasing the Pledged
Collateral. If the Lender solicits such offers from not less than three (3)
such investors, then the acceptance by the Lender of the highest offer obtained
therefrom shall be deemed to be a commercially reasonable method of disposing
of such Pledged Collateral.
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(d) In connection with the enforcement by the Lender of any
remedies available to the Lender as a result of any Event of Default, each
Pledgor agrees to, and to use its best efforts to cause the Borrower to join
and cooperate fully, in each case at the Lender's election, with the Lender,
any receiver referred to below and/or the successor bidder or bidders at any
foreclosure sale in a filing of an application (and furnishing any additional
information that may be required in connection with such application) with the
FCC, the PUC and all applicable federal, state and local governmental
authorities, requesting their prior approval of (i) the operation or
abandonment of all or any portion of the System and/or (ii) the transfer of
control of the Borrower or assignment of all licenses, certificates,
authorizations, approvals and permits, issued to the Borrower by the FCC, the
PUC or any such authorities with respect to the System and the operation
thereof, to the receiver or to the successful bidder or bidders, including
without limitation, the Lender. In connection with the foregoing, each Pledgor
agrees to use its best efforts to cause the Borrower to take such further
actions, and execute all such instruments, as the Lender reasonably deems
necessary or desirable. Each Pledgor agrees that the Lender may enforce any
obligations of such Pledgor as set forth in this Paragraph by an action for
specific performance.
(e) Notwithstanding any other Provision of this Agreement to
the contrary, the exercise of any rights hereunder by the Lender that may
require FCC or PUC approval shall be subject to obtaining such approval.
Pending obtaining the FCC or PUC approval no Pledgor will do anything to delay,
hinder, interfere or obstruct the exercise of the Lender's rights hereunder in
obtaining such approvals.
(f) In connection with the exercise of its remedies under this
Agreement, Lender may, upon the occurrence of an Event of Default obtain the
appointment of a receiver or trustee to assume, upon receipt of all necessary
judicial, FCC or other governmental authority, consents or approvals, control
of or ownership of any Pledgor's Pledged Collateral. Such receiver or trustee
shall have all rights and powers Provided to it by law or by court order or
Provided to Lender under this Agreement. Upon the appointment of such trustee or
receiver, such Pledgor agrees to cooperate, to the extent necessary or
appropriate, in the expeditious preparation, execution and filing of an
application to the FCC or PUC for consent to the transfer of control or
assignment of the Construction Permits or the Operating Licenses or the
Certificate of the Borrower to the receiver or trustee.
10. Security Interest Absolute. All rights of the Lender and
security interests hereunder, and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Loan
Agreement or any other agreement or instrument relating thereto;
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(ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Liabilities, or any other amendment or
waiver of or any consent to any departure from the Loan Agreement;
(iii) any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Liabilities; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any Pledgor in respect of the
Liabilities or of this Agreement.
11. Lender Appointed Attorney-in-Fact. Each Pledgor hereby
appoints the Lender its attorney-in-fact, with full authority, in the name of
such Pledgor or otherwise, after the occurrence of an Event of Default, from
time to time in the Lender's discretion, to take any action and to execute any
instrument which the Lender may deem necessary or advisable to accomplish the
purposes of this Pledge Agreement, including, without limitation, to receive,
endorse and collect all instruments made payable to such Pledgor representing
any dividend, interest payment or other distribution in respect of the Pledged
Collateral or any part thereof and to give full discharge for the same and to
arrange for the transfer of all or any part of the Pledged Collateral on the
books of the Borrower to the name of the Lender or the Lender's nominee.
12. Waivers. Each Pledgor waives presentment and demand for
payment of any of the Liabilities, protest and notice of dishonor or Event of
Default with respect to any of the Liabilities and all other notices to which
such Pledgor might otherwise be entitled except as otherwise expressly provided
herein or in the Loan Agreement.
13. Term. This Pledge Agreement shall remain in full force and
effect until the Liabilities and the Obligations have been fully and
indefeasibly paid and satisfied and the Loan Agreement has terminated pursuant
to its terms. Upon the termination of this Pledge Agreement as provided above
(other than as a result of the sale of the Collateral), the Lender will release
the security interest created hereunder and will deliver the Pledged Stock and
the Powers to the appropriate Pledgors.
14. Definitions. The singular shall include the plural and
vice versa and any gender shall include any other gender as the context may
require.
15. Successors and Assigns. This Pledge Agreement shall be
binding upon and inure to the benefit of the Pledgors, the Lender and their
respective successors and assigns. Each Pledgor's successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or
for such Pledgor.
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16. Applicable Law; Severability. This Pledge Agreement shall
be governed by, and construed in accordance with, the internal laws (as opposed
to the conflict of laws Provisions) and decisions of the State of New Jersey.
Whenever possible, each Provision of this Pledge Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but, if any
provision of this Pledge Agreement shall be held to be prohibited or invalid
under applicable law, such provision shall be ineffective only to the extent of
such Prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Pledge Agreement. Furthermore, if
any term or provision hereof is held to be inconsistent with the Communications
Act of 1934, as amended, 47 U.S.C. 151 et seg., or with the Rules and
Regulations of the FCC, or otherwise illegal or invalid for any reason, such
provision shall not affect the remainder hereof, and the parties shall promptly
cooperate in good faith to modify this Agreement, so as to avoid any impairment
of Lender's security interest in the Pledged Collateral.
17. Further Assurances. Each Pledgor agrees that it will
cooperate with the Lender and will execute and deliver, or cause to be executed
and delivered, all such other stock powers, proxies, instruments and documents,
and will take all such other action, including, without limitation, the filing
of financing statements, as the Lender may reasonably request from time to time
in order to carry out the provisions and purposes of this Pledge Agreement.
18. The Lender's Duty of Care. The Lender shall not be liable
for any acts, omissions, errors of judgment or mistakes of fact or law
including, without limitation, acts, omissions, errors or mistakes with respect
to the Pledged Collateral, except for those arising out of or in connection
with the Lender's (i) gross negligence or willful misconduct, or (ii) failure
to use reasonable care with respect to the safe custody of the Pledged
Collateral in the Lender's possession. Without limiting the generality of the
foregoing, the Lender shall be under no obligation to take any steps necessary
to preserve rights in the Pledged Collateral against any other parties but may
do so at its option. All expenses incurred in connection therewith shall be for
the sole account of the Pledgors, who shall have several liability therefor,
and shall constitute part of the Liabilities secured hereby.
19. Notices. All notices and other communications required or
desired to be served, given or delivered hereunder shall be made in writing or
by a telecommunications device capable of creating a written record and shall
be addressed, if to any Pledgor, to the address set forth below the signature
line of such Pledgor, and
if to the Lender, c/o
AT&T Capital Corporation/Capital Markets Division
00 Xxxxxxxx Xxxx
00
Xxxxxxxxxx, XX 00000-0000
Attention: Operations Manager
Telecopy: (000) 000-0000
Confirmation: (000) 000-0000
with a copy to
AT&T Capital Corporation/Capital Markets Division
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Counsel
Telecopy: (000) 000-0000
Confirmation: (000) 000-0000
or, as to each party, at such other address as designated by such party in a
written notice to the other party. All such notices and communications shall be
deemed to be validly served, given or delivered (i) three (3) days following
deposit in the United States mails, with proper postage prepaid; (ii) upon
delivery thereof if delivered by hand to the party to be notified; or (iii)
upon acknowledgment of receipt thereof if transmitted by such a
telecommunications device.
20. Effect on Shareholders Agreement. The Pledgors and the
Borrower hereby agree that, notwithstanding any contrary provision in the
Shareholders Agreement among the Pledgors and the Borrower, the Lender shall be
permitted to exercise any and all of its rights and remedies under this Pledge
Agreement, including, without limitation, the right to foreclose upon or sell
the Pledged Collateral, free and clear of any restriction on the Pledged
Collateral contained in the Shareholders Agreement.
21. Amendments, Waivers and Consents. No amendment or waiver
of any provision of this Agreement nor consent to any departure by any Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
22. Section Headings. The section headings herein are for
convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions hereof.
23. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the Pledgors and the Lender have executed this Pledge
Agreement as of the 20th day of December, 1993.
MERCURY, INC.
By: /s/ XXXXXXX X. XXXXXXX, XX.
------------------------------
Name:
Title: President
Address: CM Tower, Suite 0000
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Confirmation: (000) 000-0000
/s/ XXXXX X. XXXXXX
-------------------------------------
Xxxxx Xxxxxx
Home
Address: 000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
/s/ X. X. XXXXXX, XX.
-------------------------------------
X. X. Xxxxxx, Xx.
Home
Address: 0000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Office
Address: Young, Scanlon, Xxxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
/s/ XXXXXX XXXXXXX
---------------------------------------
Xxxxxx Xxxxxxx
Home
Address: 0000 X. Xxxxx Xx.
Xxxxxxx, XX 00000
Office
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
12
/s/ XXXXXXX X. XXXXXXX, XX
------------------------------------------
Xxxxxxx X. Xxxxxxx, XX
Home
Address: 0000 Xx. Xxx Xxxxxx
Xxxxxxx, XX 00000
Office
Address: 0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
/s/ XXXXX X. XXXXXXX, III
------------------------------------------
Xxxxx X. Xxxxxxx, III
Home
Address: 000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Office
Address: 0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
/s/ XXXXXXX X. XXXXXXX, III
----------------------------------------
Xxxxxxx X. Xxxxxxx, III
Home
Address: 0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Office
Address: 0000 Xxxxxxxxx Xxxxxx Xx.
Xxxxx 000X
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
/s/ XXXX X. XXXXXX, III
----------------------------------------
Xxxx X. Xxxxxx, III
Home
Address: 0000 Xxxxxxxx Xxxxx Xx.
Xxxxxxx, XX 00000
Office
Address: 0000 Xxxxxxxxx Xxxxxx Xx.
Xxxxx 000X
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
13
Home
Address: 0000 Xxxxxxxx Xxxxx Xx.
Xxxxxxx, XX 00000
Office
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
AT&T CREDIT CORPORATION
By: /s/ XXXXXX X. XXXXXXX, XX.
-----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
ACCEPTED AND AGREED TO
WITH RESPECT TO PARAGRAPH 20
MISSISSIPPI-34 CELLULAR CORPORATION
By:
--------------------------------------
Name:
Title:
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AT&T CREDIT CORPORATION
By:
---------------------------------
Name:
Title:
ACCEPTED AND AGREED TO
WITH RESPECT TO PARAGRAPH 20
MISSISSIPPI-34 CELLULAR CORPORATION
By: /s/ XXXXXXX X. XXXXXXX, XX.
-----------------------------
Name:
Title: President
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ACKNOWLEDGMENT
The undersigned hereby acknowledges receipt of a copy of the foregoing
Pledge Agreement, agrees promptly to note on its books the security interests
granted under such Pledge Agreement, and waives any rights or requirement at
any time hereafter to receive a copy of such Pledge Agreement in connection
with the registration of any Pledged Collateral in the name of the Lender or
its nominee or the exercise of voting rights by the Lender.
MISSISSIPPI-34 CELLULAR CORPORATION
By: /s/ XXXXXXX X. XXXXXXX, XX.
-----------------------------
Name:
Title: President
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INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
53 -1,313-
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Mercury, Inc. is the registered holder of One Thousand
Three Hundred Thirteen Shares of the capital stock of the above named
corporation, fully paid and non-assessable, transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 19th day of April A.D. 1993
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX, XX.
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX, XX.
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INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
39 3,625
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Mercury, Inc. is the registered holder of Three Thousand
Six Hundred Twenty-five Shares of the capital stock of the above named
corporation, fully paid and non-assessable, transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
18
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
40 162
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Mercury, Inc. is the registered holder of One Hundred
Sixty-two Shares of the capital stock of the above named corporation, fully
paid and non-assessable, transferable only on the books of the Corporation by
the holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
19
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
13 2,500
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxxx Xxxxxx is the registered holder of Two Thousand Five
Hundred Shares of the capital stock of the above named corporation, fully paid
and non-assessable, transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 14th day of April A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX, XX
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX, XX
20
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
50 -180-
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that X. X. Xxxxxx, Xx. is the registered holder of One Hundred
Eighty Shares of the capital stock of the above named corporation, fully paid
and non-assessable, transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
21
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
48 -326.4-
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxxxx X. Xxxxxxx is the registered holder of Three Hundred
Twenty-six and 4/10 Shares of the capital stock of the above named corporation,
fully paid and non-assessable, transferable only on the books of the
Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
22
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
46 -571.2-
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxxxxx X. Xxxxxxx XX is the registered holder of Five
Hundred Seventy-One and 2/10 Shares of the capital stock of the above named
corporation, fully paid and non-assessable, transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
23
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
52 180
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxxx X. Xxxxxxx III is the registered holder of One
Hundred Eighty Shares of the capital stock of the above named corporation,
fully paid and non-assessable, transferable only on the books of the
Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
24
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
42 571.2
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxxxxx X. Xxxxxxx III is the registered holder of Five
Hundred Seventy-one and 2/10 Shares of the capital stock of the above named
corporation, fully paid and non-assessable, transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
25
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI
NUMBER [LOGO] SHARES
44 571.2
MISSISSIPPI-34 CELLULAR CORPORATION
AUTHORIZED TO ISSUE 100,000 SHARES-PAR VALUE $.01 PER SHARE
This Certifies that Xxxx X. Xxxxxx III is the registered holder of Five Hundred
Seventy-one and 2/10 Shares of the capital stock of the above named
corporation, fully paid and non-assessable, transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 20th day of November A.D. 1992
[SEAL]
/s/ XXXXXXX X. XXXXXXX XX /s/ XXXXXXX X. XXXXXXX III
------------------------------ ------------------------------
SECRETARY PRESIDENT
XXXXXXX X. XXXXXXX XX XXXXXXX X. XXXXXXX III
26
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ______________________________________________________________
162 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 40 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _________________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
-----------------------
Mercury, Inc.
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------
Xxxxxxx X. Xxxxxxx, Xx.
President
27
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ___________________________________________________________________
3,625 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 39 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint ______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
--------------------------
Mercury, Inc.
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------
Xxxxxxx X. Xxxxxxx, Xx.
President
28
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to _______________________________________________________________
1,313 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 53 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _____________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
------------------------
Mercury, Inc.
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------
Xxxxxxx X. Xxxxxxx, Xx.
President
29
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ___________________________________________________________________
2,500 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 13 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
-------------------------------
/s/ XXXXX X. XXXXXX
-------------------
Xxxxx X. Xxxxxx
30
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ___________________________________________________________________
180 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 50 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
-------------------------------
/s/ X. X. XXXXXX, XX.
---------------------
X. X. Xxxxxx, Xx.
31
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ___________________________________________________________________
326.4 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 48 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint ______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
---------------------------
/s/ XXXXXX X. XXXXXXX
---------------------
Xxxxxx X. Xxxxxxx
32
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to _________________________________________________________________
571.2 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 46 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully do
by virtue hereof.
Dated:
----------------------------
/s/ XXXXXXX X. XXXXXXX XX
-------------------------
Xxxxxxx X. Xxxxxxx XX
33
STOCK POWER
FOR VALUE RECEIVED, me undersigned does hereby sell, assign and
transfer to__________________________________________________________________
180 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 52 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully do
by virtue hereof.
Dated:
---------------------------------
/s/ XXXXX X. XXXXXXX, III
-------------------------
Xxxxx X. Xxxxxxx, III
34
STOCK POWER
FOR VALUE RECEIVED, me undersigned does hereby sell, assign and transfer
to ______________________________________________________________________ 571.2
Shares of Capital Stock of Mississippi-34 Cellular Corporation, a Mississippi
corporation represented by Certificate No. 42 (the "Stock"), standing in the
name of the undersigned on the books of said corporation and does hereby
irrevocably constitute and appoint _______________________ as the undersigned's
true and lawful attorney, for it and in its name and stead, to sell, assign and
transfer all or any of the Stock, and for that purpose to make and execute all
necessary acts of assignment and transfer thereof: and to substitute one or
more persons with like full power, hereby ratifying and confirming all that
said attorney or substitute or substitutes shall lawfully do by virtue hereof.
Dated:
-----------------------------
/s/ XXXXXXX X. XXXXXXX III
--------------------------
Xxxxxxx X. Xxxxxxx III
35
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to ____________________________________________________________
571.2 Shares of Capital Stock of Mississippi-34 Cellular Corporation, a
Mississippi corporation, represented by Certificate No. 44 (the "Stock"),
standing in the name of the undersigned on the books of said corporation and
does hereby irrevocably constitute and appoint _______________________ as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary acts of assignment and transfer thereof; and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated:
-------------------------------------
/s/ XXXX X. XXXXXX III
----------------------
Xxxx X. Xxxxxx III
36
EXHIBIT A
to
PLEDGE AGREEMENT
dated as of December 20, 1993
Pledged Stock Certificates
Percentage of Shares of Capital
Issued and Outstanding Stock owned by
Capital Stock owned each Pledgor Subject
Name by each Pledgor to Pledge
Mercury, Inc. 51% 5,100
Xxxxx Xxxxxx 25% 2,500
X. X. Xxxxxx, Xx. 1.8% 180
Xxxxxx Xxxxxxx 3.3% 326.4
Xxxxxxx X. Xxxxxxx, XX 5.7% 571.2
Xxxxx Xxxxxxx 1.8% 180
Xxxxxxx X. Xxxxxxx, III 5.7% 571.2
Xxxx X. Xxxxxx, III 5.7% 571.2
