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Exhibit 5
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 1,
2001, by and among Gold & Xxxxx Transfer, S.A., a corporation organized and
existing under the laws of the British Virgin Islands ("Gold & Xxxxx"), Revision
LLC, a limited liability company organized and existing under the laws of the
State of Delaware ("Revision"), Foundation for the International
Non-governmental Development of Space, a corporation organized and existing
under the laws of the State of Delaware ("FINDS"), Entree International Limited,
a corporation organized and existing under the laws of the State of Delaware
("Entree"), and Xxxxxx X. Xxxxxxxx, an individual ("Xxxxxxxx") (each of Gold &
Xxxxx, Revision, FINDS, Entree and Xxxxxxxx, individually, a "Pledgor," and
collectively, the "Pledgors"), and Xxxxxx X. Xxxxx, an individual (the
"Pledgee").
R E C I T A L S
A. Pursuant to the Note (as defined herein), on August 7, 2001, the
Pledgee loaned to Gold & Xxxxx, Revision and Xxxxxxxx (the "Borrowers") the
aggregate principal amount of $13,000,000.00, which principal amount was
increased to $14,310,000.00 on the date hereof.
B. As a condition to the obligation of the Pledgee to make such loan,
certain of the Pledgors pledged certain shares of capital stock of Covista (as
defined herein) to the Pledgee as security for the performance of the
obligations of the Borrowers under the Note, pursuant to that certain Stock
Pledge Agreement, dated as of August 7, 2000, by and among Gold & Xxxxx,
Revision, FINDS and Xxxxxxxx, as pledgors, and the Pledgee, as pledgee. On
October 20, 2000, as a result of a decrease in the Market Price (as defined
herein) of Covista shares, such agreement was amended and restated (as so
amended and restated, the "Existing Pledge Agreement") to reflect certain
amendments, including the pledge by Gold & Xxxxx of certain shares of capital
stock of Capsule (as defined herein) to the Pledgee as additional security for
the performance of the obligations of the Borrowers under the Note.
C. As a result of a subsequent decrease in the Market Prices of Covista
and Capsule shares, and pursuant to Section 7.3 of the Existing Pledge
Agreement, Gold & Xxxxx has agreed to pledge certain shares of capital stock of
Epoch to the Pledgee as additional security for the performance of the
obligations of the Borrowers under the Note. In addition, Entree has agreed to
become a party to this Agreement and to pledge its entire limited liability
company interest in Red Tulip, LLC, a Delaware limited liability company ("Red
Tulip"), to the Pledgee as additional security for the performance of the
obligations of the Borrowers under the Note.
D. Gold & Xxxxx is the legal and beneficial owner of (i) 5,889,032
shares of Series A preferred stock of Epoch, (ii) 882,353 shares of Series B
preferred stock of Epoch and (iii) 1,741,041 shares of common stock of Epoch,
all of which it is willing to pledge to the Pledgee subject to and in accordance
with the terms and conditions set forth herein.
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E. Entree is the legal and beneficial owner of a limited liability
company interest in Red Tulip (the "LLC Interest", which term shall include all
of Entree's (or, if applicable, any other Pledgor's) rights in, to and under the
Red Tulip Operating Agreement, as hereinafter defined) pursuant to the Operating
Agreement of Red Tulip, dated as of June 20, 1999, between Entree and Xxxxx
Xxxxx Neiva, an individual (the "Red Tulip Operating Agreement"), which LLC
Interest it is willing to pledge to the Pledgee subject to and in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, to induce the Pledgee to refrain from
exercising the rights it may have resulting from a Default or Event of Default
under the Existing Pledge Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Pledgors hereby agree with the Pledgee, and amend and restate the Existing
Pledge Agreement in its entirety, as follows:
SECTION 1. CERTAIN DEFINITIONS.
The following capitalized terms are used herein with the respective
meanings set forth below.
BANKRUPTCY EVENT: shall occur when, with respect to any party, (i) such
party shall commence any case, proceeding or other action (a) under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or such party shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against such party any case,
proceeding or other action of a nature referred to in clause (i) above which (a)
results in the entry of an order for relief or any such adjudication or
appointment or (b) remains undismissed, undischarged or unbonded for a period of
60 days; or (iii) there shall be commenced against such party any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) such party shall take any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) such
party shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due.
BORROWERS: the meaning given in the recitals to this Agreement.
CAPSULE: Capsule Communications Inc., a Delaware corporation.
CAPSULE PLEDGED STOCK: the shares of common stock of Capsule
constituting a portion of the Pledged Stock.
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COMBINED MARKET VALUE: at any point in time, the sum of the Pledged
Share Market Values for each type (as identified by the issuer and class
thereof) of stock (other than the Epoch Shares or the shares of any other entity
not publicly traded on a market or exchange) and previously pledged to the
Pledgee by any Pledgor and held at such time by the Pledgee pursuant to such
pledge.
COLLATERAL: the meaning given in the first paragraph of Section 3.
COVISTA: Covista Communications, Inc., a New Jersey corporation
(formerly known as Total-Tel USA Communication, Inc.).
COVISTA PLEDGED STOCK: the shares of common stock of Covista
constituting a portion of the Pledged Stock.
DEFAULT: shall have the meaning ascribed to such term in the Note.
DEMANDED SHARES: the meaning given in Section 7.3.
EPOCH: Epoch Networks, Inc., a California corporation.
EPOCH SHAREHOLDERS' AGREEMENT: the Third Amended and Restated
Shareholders' Agreement, dated July 18, 2000, by and among Epoch, certain
individuals, partnerships, corporations and other entities listed on Schedule I
to such agreement, certain holders of shares of Series A and Series B preferred
stock of Epoch, and Xxxxx X. Xxxxxxx.
EPOCH SHARES: a total of (i) 5,889,032 shares of Series A preferred
stock of Epoch, (ii) 882,353 shares of Series B preferred stock of Epoch and
(iii) 1,741,041 shares of common stock of Epoch, owned of record and
beneficially by one or more of the Pledgors, as more specifically set forth on
Exhibit A attached hereto.
EPOCH STOCK VALUE: $25,537,278.00, until such time as Epoch has a
Bankruptcy Event, at which time the Epoch Stock Value shall immediately, without
any further action by any of the parties hereto, be deemed zero.
EVENT OF DEFAULT: shall have the meaning ascribed to such term in the
Note.
EXISTING PLEDGE AGREEMENT: the meaning given in the recitals to this
Agreement.
EXISTING PLEDGED SHARES: a total of 1,883,261 Shares of Covista, owned
of record and beneficially by one or more of the Pledgors, as more specifically
set forth on Exhibit A attached hereto.
LIEN: shall have the meaning ascribed to such term in the Note.
LLC INTEREST: the meaning given in the recitals to this Agreement.
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LLC INTEREST VALUE: $4,400,000, until such time as the Pledgee no
longer has a valid perfected first priority security interest in the LLC
Interest, at which time the LLC Interest Value shall immediately, without any
further action by any of the parties hereto, be deemed zero.
MARKET PRICE: at any point in time, the last reported sale price of the
shares of common stock of Covista, Capsule or another entity, as applicable, on
The Nasdaq Stock Market (or other market or exchange on which such securities
are traded) on the preceding business day or, if there were no reported sales of
such shares on The Nasdaq Stock Market (or such other market or exchange) on the
immediately preceding business day, on the most recent business day on which
there were such sales.
MERGER AGREEMENT: the meaning given in Section 6.8(a).
NEWLY PLEDGED SHARES: a total of 5,671,300 Shares of Capsule, owned of
record and beneficially by one or more of the Pledgors, as more specifically set
forth on Exhibit A attached hereto.
NOTE: the Promissory Note, dated August 7, 2000, entered into by Gold &
Xxxxx, Revision and Xxxxxxxx, jointly and severally, in favor of Pledgee, as
amended and restated as of March 1, 2001, and as the same may be hereafter from
time to time amended, modified or supplemented.
PERSON: natural persons, corporations, limited partnerships, general
partnerships, joint stock companies, joint ventures, associations, companies,
trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments and agencies and
political subdivisions thereof.
PLEDGED SHARE MARKET VALUE: at any point in time, with respect to a
particular type (as identified by the issuer and class thereof) of stock
previously pledged to the Pledgee, the product of (i) the total number of shares
of such stock previously pledged to the Pledgee pursuant to this Agreement and
held at such time by the Pledgee pursuant to such pledge and (ii) the Market
Price of such stock, provided that, with respect to the Epoch Shares, in the
aggregate, the Pledged Share Market Value shall be the Epoch Stock Value and,
with respect to any other shares of stock pledged pursuant to Section 7.3 of
this Agreement that are not publicly traded on a market or exchange, the Pledged
Share Market Value shall be the value agreed upon in writing by the Pledgee, the
relevant Pledgor and (if other than the Pledgor) Xxxxxxxx.
PLEDGED STOCK: the Shares and all other securities constituting part of
the Collateral and any securities issued or issuable with respect to the Pledged
Stock by way of dividend, stock split, conversion, exchange, in a merger,
recapitalization, consolidation, contribution or otherwise.
PRIVATE COMPANY STOCK VALUE: the sum of the Epoch Stock Value plus the
value, as agreed in writing between the Pledgee, the relevant Pledgor and (if
other than the Pledgor) Xxxxxxxx, of any shares of stock of an entity (other
than Epoch) not publicly
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traded on a market or exchange, which shares have been pledged after the date
hereof by one or more of the Pledgors to Pledgee in accordance with Section 7.3
hereof, if any.
PROPOSED MERGER TRANSACTION: the proposed transaction between Startec,
a subsidiary of Startec and Capsule, pursuant to which Capsule would become a
wholly owned subsidiary of Startec and all outstanding capital stock of Capsule
would be exchanged for shares Startec Stock.
RED TULIP: the meaning given in the recitals to this Agreement.
RED TULIP OPERATING AGREEMENT: the meaning given in the recitals to
this Agreement.
SECURED OBLIGATIONS: the meaning given in Section 2.
SEC: the meaning given in Section 6.7.
SECURITIES ACT: the meaning given in Section 6.7.
SHARES: (i)1,883,261 shares of common stock of Covista, par value $0.05
per share, owned of record and beneficially by one or more of the Pledgors, (ii)
5,671,300 shares of common stock of Capsule, par value $0.001 per share, owned
of record and beneficially by one or more of the Pledgors, and (iii) (a)
5,889,032 shares of Series A preferred stock of Epoch, par value $0.001 per
share, (b) 882,353 shares of Series B preferred stock of Epoch, par value $0.001
per share, and (c) 1,741,041 shares of common stock of Epoch, par value $0.001
per share, all owned of record and beneficially by one or more of the Pledgors,
in each case as more specifically identified on Exhibit A attached hereto. In
addition, the term "Shares" shall include any Demanded Shares and any securities
issued or issuable with respect to the Shares or Demanded Shares by way of
dividend, stock split, conversion, exchange, in a merger, recapitalization,
consolidation, contribution or otherwise (including, without limitation, all
shares of Startec Stock issued in exchange for shares of Capsule Pledged Stock).
SPECIFIED RELEASE CERTIFICATES: the meaning given in Section 7.5.
STARTEC: Startec Global Communications Corporation, a Delaware
corporation.
STARTEC STOCK: shares of common stock of Startec, par value $0.01 per
share.
STOCK RESTRICTION AGREEMENTS: the meaning given in Section 6.8(c).
UCC: the Uniform Commercial Code as in effect in the State of New York
or in any other appropriate jurisdiction.
SECTION 2. SECURITY FOR OBLIGATIONS.
This Agreement is entered into:
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(a) to secure the full and timely payment by Pledgors of (i)
all amounts the payment of which is required by Pledgors under the
Note, including, without limitation, the principal of and interest on
the Note (including, without limitation, interest accruing after the
date of any filing by any Pledgor of any petition in bankruptcy or the
commencement of any bankruptcy, insolvency or similar proceeding with
respect to any Pledgor) as and when the same become due and payable in
accordance with the terms thereof, whether at maturity or by
prepayment, acceleration, declaration of default or otherwise, and (ii)
all other indebtedness and other amounts payable by the Pledgors
hereunder or under the Note, and
(b) to secure the due and punctual performance by Pledgors of
(i) all obligations of the Pledgors under the Note and (ii) all other
obligations of Pledgors hereunder.
(all of the payment and performance obligations referred to in this Section 2
being referred to collectively as the "Secured Obligations").
SECTION 3. PLEDGE OF SHARES, ETC.
As security for the prompt payment and performance of the Secured
Obligations when due (whether at stated maturity, by acceleration or otherwise),
each of the Pledgors hereby conveys, assigns, grants, hypothecates, mortgages,
pledges, transfers and delivers to the Pledgee a lien and charge upon, and a
security interest in, all the following property, whether now owned by such
Pledgor or hereafter acquired by such Pledgor and whether now or in the future
existing and wherever located (collectively, the "Collateral"):
(a) the Shares;
(b) all right, title and interest in the LLC Interest;
(c) all dividends, instruments, cash and other property or
rights of any kind at any time received, receivable or otherwise
distributed or distributable with respect to any of the foregoing;
(d) all certificates or other writings representing or
evidencing any of the foregoing;
(e) all proceeds of any of the property described in clauses
(a) through (d) above; and
(f) all books, correspondence, credit files, electronic data,
records, invoices and other papers and documents relating to any of the
foregoing.
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SECTION 4. REPRESENTATIONS AND WARRANTIES.
Each Pledgor represents and warrants to the Pledgee, as of the
date of this Agreement and at the time of each pledge of Shares pursuant to this
Agreement, as follows:
(a) With respect to each of the Shares, including, without
limitation, each of the Existing Pledged Shares, Newly Pledged Shares,
Epoch Shares and any other Demanded Shares, Gold & Xxxxx or Revision or
FINDS is (or, at the time of the pledge of such Shares to the Pledgee,
will be) the record and beneficial owner of such Shares, free and clear
of any Lien except for the Lien created by this Agreement (or by the
Existing Pledge Agreement). Entree has good and marketable title to the
LLC Interest, free and clear of any Lien except for the Lien created by
this Agreement. No effective financing statement or other instrument of
similar effect covering all or any part of the Collateral is on file in
any recording office, except such as may have been filed in favor of
the Pledgee relating to this Agreement.
(b) The Shares have been duly and validly issued and are fully
paid and nonassessable.
(c) Upon (i) delivery to the Pledgee of the certificates
evidencing the Epoch Shares and, if applicable, any other Demanded
Shares or any other additional Shares delivered to the Pledgee pursuant
hereto, and (ii) the filing of financing statements relating to the LLC
Interest on Form UCC-1 with the appropriate filing offices in
Washington, D.C. and the states of Delaware and Virginia, naming Entree
as debtor and the Pledgee as secured party, the security interest
granted pursuant to this Agreement will constitute a valid perfected
first priority security interest in such Shares or LLC Interest, as the
case may be, enforceable as such against all creditors of each Pledgor
and any Persons purporting to purchase any of such Shares or LLC
Interest, as the case may be, from any Pledgor. The security interest
granted pursuant to this Agreement constitutes a valid perfected first
priority security interest in the Existing Pledged Shares and the Newly
Pledged Shares, enforceable as such against all creditors of each
Pledgor and any Persons purporting to purchase any of such Shares from
any Pledgor.
(d) Gold & Xxxxx is a corporation duly organized, validly
existing and in good standing under the laws of the British Virgin
Islands and has all requisite corporate power and authority to enter
into and carry out the terms of this Agreement and the Note. Revision
is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
requisite limited liability company power and authority to enter into
and carry out the terms of this Agreement and the Note. FINDS is a
not-for-profit corporation duly organized,
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validly existing and in good standing under the laws of Delaware and has all
requisite corporate power and authority to enter into and carry out the terms of
this Agreement. Entree is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to enter into and carry out the terms of this
Agreement.
(e) The execution, delivery and performance of this Agreement
and the Note will not result in any violation of or be in conflict with
or constitute a default under any term of any Pledgor's certificate of
incorporation or by-laws (or similar constitutive documents) or any
agreement or instrument to which any Pledgor is a party or by which any
Pledgor is bound or any term of any applicable law, ordinance, rule or
regulation of any governmental authority or any term of any applicable
order, judgment or decree of any court, arbitrator or governmental
authority.
(f) No consent, approval or authorization of, or declaration
or filing with, any governmental authority or regulatory body is
required for the valid execution, delivery and performance of this
Agreement and the Note.
(g) This Agreement and the Note have been duly authorized,
executed and delivered by each Pledgor and constitute each Pledgor's
legal, valid and binding obligation, enforceable against such Pledgor
in accordance with its terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application
relating to or affecting the rights and remedies of creditors, and by
general equitable principles.
SECTION 5. VOTING RIGHTS, DIVIDENDS AND OTHER DISTRIBUTIONS, ETC.
5.1 Prior to Default or Event of Default. So long as no Default or
Event of Default has occurred and is continuing, Pledgors will remain entitled
to exercise any and all voting and other consensual rights pertaining to the
Pledged Stock and the LLC Interest, as the case may be, and to receive and use
cash dividends or distributions, in either case for any purpose not inconsistent
with the terms of this Agreement or the Note.
5.2 After Default or Event of Default. For so long as a Default or an
Event of Default is continuing, (i) no Pledgor may exercise any voting or other
consensual rights pertaining to the Pledged Stock or the LLC Interest without
the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor
to receive cash dividends in respect of the Pledged Stock or distributions in
respect of the LLC Interest will cease and all such dividends or distributions
must be paid directly to the Pledgee (or if received by any Pledgor will be
deemed held in trust by such Pledgor for the benefit of, and must be turned over
immediately by such Pledgor to, the Pledgee) and thereafter will be held and
disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee
has notified the Pledgors that it elects to exercise the Pledgee's right to
exercise voting and other consensual rights hereunder, all rights of each
Pledgor to exercise the voting and other consensual rights which such Pledgor
would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all
such rights will thereupon become vested in the Pledgee, who
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during the continuance of such Default or Event of Default will have (directly
or through its nominee) the sole right to exercise such voting and other
consensual rights, including, without limitation, (A) all voting, corporate,
limited liability company and other rights pertaining to any of the Pledged
Stock or the LLC Interest, (B) all rights to give consents, waivers and
ratifications in respect thereof and (C) any and all rights of conversion,
exchange, registration, subscription and any other rights, privileges or options
pertaining to any of the Pledged Stock or the LLC Interest as if it were the
absolute owner thereof, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as it may determine, all without liability except to account for
property actually received by it (each Pledgor hereby irrevocably constituting
and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with
full power of substitution, to do or take any of the above actions described in
the preceding clauses (A), (B) and (C). The Pledgee will have no duty to
Pledgors to exercise any such right, privilege or option and will not be
responsible for any failure to do so or delay in so doing. In order to permit
the Pledgee to exercise the voting and other consensual rights which it may be
entitled to exercise pursuant to this Section 5.2, and to receive all dividends
and distributions which it may be entitled to receive under this Section 5.2,
each Pledgor will, upon written notice from the Pledgee, from time to time
execute and deliver to the Pledgee or other third party appropriate notices,
assignments, proxies, dividend payment orders and other documents and
instruments as the Pledgee may reasonably request, including but not limited to
any such documents or instruments required under Section 1.4 of the Epoch
Shareholders' Agreement for the effective transfer and assignment of
registration rights with respect to the Epoch Shares.
SECTION 6. COVENANTS OF THE PLEDGORS.
6.1 Sale of Collateral, Etc. (a) No Pledgor will (i) sell, assign,
transfer, convey, or otherwise dispose of, or grant any option with respect to,
any of the Collateral, or (ii) create or permit to exist any Lien upon or with
respect to any of the Collateral, except for the lien and security interest
created by this Agreement.
(b) Without the prior written consent of the Pledgee, Entree will not,
and Xxxxxxxx will insure that Entree does not, do any of the following: amend,
cancel, terminate or otherwise modify the Red Tulip Operating Agreement; give
any consent, waiver or other approval thereunder; waive any default under or
breach of the Red Tulip Operating Agreement; designate Managers (as such term is
defined in the Red Tulip Operating Agreement) of Red Tulip other than Entree and
Xxxxxxxx; or take any other action in connection with such agreement or the LLC
Interest that would materially impair the value of the interests or rights of
any Pledgor thereunder or with respect thereto.
(c) Notwithstanding the foregoing clause (b), Entree may, without the
prior written consent of the Pledgee, cause Red Tulip to incur indebtedness and
in connection with such indebtedness to cause to be executed and delivered by
Red Tulip a mortgage on the real estate property owned by Red Tulip, known as
419-421 Xxxxxx Xxxxxx, Xxx
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Xxxx, Xxx Xxxx, securing such loan, provided that the proceeds from such loan
are used by Red Tulip exclusively for the purpose of making improvements to such
property.
6.2 Delivery of Stock Certificates, Etc. (a) Gold & Xxxxx will
immediately deliver to the Pledgee all certificates or other writings
representing or evidencing any of the Epoch Shares, either in suitable form for
transfer by delivery, or issued in the name of Gold & Xxxxx and accompanied by
stock powers or other appropriate instruments of transfer or assignment, duly
executed by Gold & Xxxxx in blank and undated, and in either case having
attached thereto all requisite federal or state stock transfer tax stamps, all
in form and substance satisfactory to the Pledgee. Each of the Pledgors will
immediately deliver to the Pledgee all certificates or other writings
representing or evidencing any other "securities" or "instruments" (as such
terms are defined in the UCC) included in the Collateral at any time acquired or
received by any Pledgor, directly or indirectly (including, without limitation,
certificates representing the shares of Startec Stock that are issued in
exchange for shares of Capsule Pledged Stock), either in suitable form for
transfer by delivery, or issued in the name of a Pledgor and accompanied by
stock powers or other appropriate instruments of transfer or assignment, duly
executed by the relevant Pledgor in blank and undated, and in either case having
attached thereto all requisite federal or state stock transfer tax stamps, all
in form and substance satisfactory to the Pledgee.
(b) Each Pledgor authorizes the Pledgee to file, in the Pledgee's
discretion and at such Pledgor's expense, in jurisdictions where this
authorization will be given effect, financing statements and continuation
statements covering the Collateral signed only by the Pledgee, and hereby
appoints the Pledgee as such Pledgor's attorney-in-fact to sign and file any
such financing statements, continuation statements and any other filings or
recordations covering the Collateral of such Pledgor. Such Pledgor shall, at its
expense, execute, deliver, file and record any such documents, assignments,
agreements, or statements (including, without limitation, financing and
continuation statements under the UCC) and take any other action that from time
to time may be necessary or desirable, or that the Pledgee may request, in order
to create, preserve, perfect, confirm or validate the security interests granted
hereunder or to enable the Pledgee to obtain the full benefits of, or to enforce
its rights, powers and remedies under, this Agreement.
(c) Within 10 business days after the date of a demand by the Pledgee
for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates
or other writings representing or evidencing such Demanded Shares, either in
suitable form for transfer by delivery, or issued in the name of a Pledgor and
accompanied by stock powers or other appropriate instruments of transfer or
assignment, duly executed by the relevant Pledgor in blank and undated, and in
either case having attached thereto all requisite federal or state stock
transfer tax stamps, all in form and substance satisfactory to the Pledgee.
6.3 Other Distributions. Except for cash dividends or distributions, as
the case may be, permitted to be paid to Pledgors pursuant to Section 5.1,
Pledgors will cause all dividends and distributions of any kind on the Pledged
Stock or the LLC Interest (including any sums paid upon or in respect of the
Pledged Stock or the LLC Interest
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upon the liquidation or dissolution of Covista, Capsule, Startec or Red Tulip,
as the case may be, or upon the recapitalization or reclassification of the
capital of Covista, Capsule, Startec or Red Tulip, as the case may be, or upon
the reorganization of Covista, Capsule, Startec or Red Tulip, as the case may
be) to be paid directly to the Pledgee (and if any such dividends or
distributions are received by any Pledgor, such Pledgor will hold them in trust
for the benefit of, and will immediately turn them over to, the Pledgee) and the
Pledgee will hold and dispose of all such dividends and distributions as part of
the Collateral.
6.4 Records; Inspection. Each Pledgor will keep full and accurate books
and records relating to the Collateral, and stamp or otherwise xxxx such books
and records in such manner as is required in order to reflect the pledge and
security interest granted pursuant hereto. Each Pledgor will permit
representatives of the Pledgee at any time upon reasonable advance notice to
inspect and make abstracts from its books and records pertaining to the
Collateral and to discuss matters relating to the Collateral with officers of
each Pledgor that is a corporation or other entity and with each Pledgor that is
an individual.
6.5 Costs, Expenses and Certain Taxes. Pledgors (a) will pay to the
Pledgee from time to time on demand any and all costs and expenses, including
reasonable attorneys' fees and expenses, paid or incurred by or on behalf of the
Pledgee in connection with this Agreement, the Existing Pledge Agreement or the
Note or in connection with any modification, amendment, alteration or
enforcement of this Agreement, the Existing Pledge Agreement or the Note or the
collection of any amount payable by any Pledgor hereunder or under the Existing
Pledge Agreement or the Note, whether or not any legal proceeding is commenced
hereunder or thereunder and whether or not any Default or Event of Default has
occurred and is continuing, and (b) will jointly and severally indemnify the
Pledgee on demand against any loss, liability or expense incurred by the Pledgee
(other than any such loss, liability or expense directly attributable to gross
negligence or willful misconduct of the Pledgee) arising out of or in connection
with any action or omission of the Pledgee hereunder or under the Existing
Pledge Agreement or the Note, including the costs and expenses of defending
itself against any claim or liability (including any claim by any Pledgor) in
connection with the exercise or performance of any of its powers or duties
hereunder or thereunder. All amounts payable to the Pledgee under this Section
accrue interest until paid in full at the rate of 18% per annum, from the date
of demand therefor. All such amounts shall constitute additional indebtedness of
the Pledgors secured hereunder and shall be payable on demand. Pledgors will
also pay, and will hold the Pledgee harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamps, excise,
sales or other taxes or assessments which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Agreement or the Existing Pledge Agreement or
the Note. All expenses incident to the Pledgors' and Covista's performance of or
compliance with Section 6.7, and all expenses incident to the Pledgors' and
Capsule's performance of or compliance with Section 6.8, including, without
limitation, all registration and filing fees, all fees and expenses of complying
with securities or blue sky laws, National Association of Securities Dealers'
fees, all printing expenses, the fees and disbursements of counsel for
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the Covista or Capsule and of their respective independent public accountants,
and the expenses of any special audits made by such accountants required by or
incident to such performance and compliance, shall be paid by the Pledgors;
provided, however, that Covista agrees that it will complete the registrations,
qualifications and compliance required pursuant to Section 6.7 even if it does
not receive payment or reimbursement of such expenses from the Pledgors and
Capsule agrees that, if registration of Capsule Pledged Stock is required
pursuant to this Agreement, it will complete the registrations, qualifications
and compliance required pursuant to Section 6.8(a) even if it does not receive
payment or reimbursement of such expenses from the Pledgors.
6.6 Priority of Security Interest; Further Assurances. (a) Each Pledgor
will at all times cause the security interest granted pursuant to this Agreement
to constitute a valid perfected first priority security interest in the
Collateral, enforceable as such against all creditors of such Pledgor and any
Persons purporting to purchase any Collateral from such Pledgor.
(b) Each Pledgor will at any time and from time to time, at its own
expense, promptly execute and deliver all further instruments and documents, and
take all further actions, as may be necessary or desirable, or that the Pledgee
may reasonably request, in order to (i) grant more effectively a security
interest in favor of the Pledgee in all or any portion of the Collateral, (ii)
maintain, preserve, or perfect the security interest and lien created or
purported to be created by this Agreement and the first priority status of such
security interest and lien, (iii) preserve and defend against any Person such
Pledgor's title to the Collateral and the rights purported to be granted therein
by this Agreement, (iv) enable the Pledgee to exercise and enforce its rights
and remedies hereunder, or (v) carry out more effectively the purposes of this
Agreement. If the issuer of Pledged Stock is incorporated in a jurisdiction
which does not permit the use of certificates to evidence equity ownership of
such Pledged Stock or permit a lien in favor of the Pledgee to be perfected by
the possession by the Pledgee of the certificates representing such Pledged
Stock, then the Pledgors will to the extent permitted by applicable law, record
such lien on the stock register of such issuer, execute any customary stock
pledge forms or other documents necessary to create, evidence or provide for the
perfection of such lien and give the Pledgee the right to transfer such Pledged
Stock under the terms hereof and provide to the Pledgee an opinion of counsel of
such jurisdiction, in form and substance satisfactory to it, confirming the
effectiveness, perfection and priority of such lien.
6.7 Registration of Covista Pledged Stock. Pledgors, as soon as
practicable and at their sole cost and expense, will procure (and Covista
agrees) that registration and other qualification of the Covista Pledged Stock
under Federal and state securities laws shall be effected by Covista (and kept
continuously effective in compliance with such laws for up to one year after the
Maturity Date as set forth in the Note) so as to permit or facilitate the sale
and distribution of such securities, including, without limitation, "shelf"
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), appropriate qualifications under applicable "blue sky" or other state
securities laws and appropriate compliance with any other governmental
requirements. The Pledgors (and Covista) shall ensure that such registration is
declared effective under the Securities Act
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and all other such qualifications and compliance are completed prior to the
Maturity Date as set forth in the Note. Pledgors shall cause Covista to agree
(and Covista agrees) to list the Covista Pledged Stock on the Nasdaq Stock
Market. Pledgors will cause the Pledgee to be kept advised in writing as to the
progress of each such registration, qualification or compliance and as to the
completion thereof, will give the Pledgee, any underwriter and their counsel
reasonable opportunity to review and comment on the registration statement and
other documents incident thereto, to conduct due diligence on Covista and to
participate in the process, will furnish to the Pledgee such number of
prospectuses, preliminary prospectuses, prospectus supplements or amendments or
other documents incident thereto as the Pledgee from time to time may reasonably
request, and will indemnify the Pledgee and all others participating in the
distribution of such securities against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to such registration
or by any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except (as to the Pledgee) insofar as the same may have been caused
by an untrue statement or omission based upon information furnished in writing
to Pledgor by the Pledgee expressly for use therein. The registration statement
filed with respect to the Covista Pledged Stock and the prospectus contained
therein shall cover only the Covista Pledged Stock and no other securities. The
Pledgors will cause Covista (and Covista agrees) to comply with all applicable
rules and regulations of the Securities and Exchange Commission (hereinafter
called "SEC") or similar federal commission, and of the Nasdaq Stock Market or
any other national securities exchange on which any of the Covista Pledged Stock
is listed, if any, for so long as the registration is effective, to make
available to its security holders, as soon as practicable, an earnings statement
covering a period of at least 12 months, but not more than 18 months, beginning
with the first month after the effective date of the registration statement,
which earnings statement will satisfy the provisions of Section 11(a) of and
Rule 158 under the Securities Act, and to make timely filing of all reports with
the SEC to enable the holders of the Covista Pledged Stock, if they so elect, to
utilize Rule 144 of the Securities Act in disposing of said securities. Pledgors
(and Covista) agree that, at Pledgee's request, Covista shall enter into an
underwriting agreement, which shall include, without limitation, indemnification
and contribution provisions and a "hold-back" or "lock-up" provision covering at
least 90 days and shall otherwise be in form and substance reasonably
satisfactory to Pledgee, with an underwriter for the Covista Pledged Stock
chosen by Pledgee in its sole discretion, and furnish or cause to be furnished
to such underwriter and Pledgee a customary opinion of counsel and accountant's
comfort letter.
6.8 Registration of Capsule Pledged Stock; Delivery of Certificates
Representing Startec Stock Upon Consummation of Proposed Merger Transaction;
Covenant Not to Sell Startec Stock. (a) The remaining provisions of this Section
6.8(a) shall apply in the event that (i) a definitive Agreement and Plan of
Reorganization relating to the Proposed Merger Transaction (the "Merger
Agreement") is not entered into by November 10, 2000 or (ii) the Merger
Agreement terminates without the Proposed Merger Transaction having been
consummated. Pledgors, as soon as
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practicable and at their sole cost and expense, will procure (and Capsule
agrees) that registration and other qualification of the Capsule Pledged Stock
under Federal and state securities laws shall be effected by Capsule (and kept
continuously effective in compliance with such laws for up to one year after the
Maturity Date as set forth in the Note) so as to permit or facilitate the sale
and distribution of such securities, including, without limitation, "shelf"
registration under the Securities Act, appropriate qualifications under
applicable "blue sky" or other state securities laws and appropriate compliance
with any other governmental requirements. The Pledgors (and Capsule) shall
ensure that such registration is declared effective under the Securities Act and
all other such qualifications and compliance are completed prior to the Maturity
Date as set forth in the Note. Pledgors shall cause Capsule to agree (and
Capsule agrees) to list the Capsule Pledged Stock on the Nasdaq Stock Market.
Pledgors will cause the Pledgee to be kept advised in writing as to the progress
of each such registration, qualification or compliance and as to the completion
thereof, will give the Pledgee, any underwriter and their counsel reasonable
opportunity to review and comment on the registration statement and other
documents incident thereto, to conduct due diligence on Capsule and to
participate in the process, will furnish to the Pledgee such number of
prospectuses, preliminary prospectuses, prospectus supplements or amendments or
other documents incident thereto as the Pledgee from time to time may reasonably
request, and will indemnify the Pledgee and all others participating in the
distribution of such securities against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to such registration
or by any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except (as to the Pledgee) insofar as the same may have been caused
by an untrue statement or omission based upon information furnished in writing
to Pledgor by the Pledgee expressly for use therein. The registration statement
filed with respect to the Capsule Pledged Stock and the prospectus contained
therein shall cover only the Capsule Pledged Stock and no other securities. The
Pledgors will cause Capsule (and Capsule agrees) to comply with all applicable
rules and regulations of the SEC or similar federal commission, and of the
Nasdaq Stock Market or any other national securities exchange on which any of
the Capsule Pledged Stock is listed, if any, for so long as the registration is
effective, to make available to its security holders, as soon as practicable, an
earnings statement covering a period of at least 12 months, but not more than 18
months, beginning with the first month after the effective date of the
registration statement, which earnings statement will satisfy the provisions of
Section 11(a) of and Rule 158 under the Securities Act, and to make timely
filing of all reports with the SEC to enable the holders of the Capsule Pledged
Stock, if they so elect, to utilize Rule 144 of the Securities Act in disposing
of said securities. Pledgors (and Capsule) agree that, at Pledgee's request,
Capsule shall enter into an underwriting agreement, which shall include, without
limitation, indemnification and contribution provisions and a "hold-back" or
"lock-up" provision covering at least 90 days and shall otherwise be in form and
substance reasonably satisfactory to Pledgee, with an underwriter for the
Capsule Pledged Stock chosen by Pledgee in its sole discretion, and
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furnish or cause to be furnished to such underwriter and Pledgee a customary
opinion of counsel and accountant's comfort letter.
(b) Upon consummation of the Proposed Merger Transaction, the Pledgors
shall immediately deliver to the Pledgee all certificates or other writings
representing or evidencing any shares of common stock of Startec Global
Communications Corporation issued to any Pledgor in exchange for shares of
capital stock of Capsule constituting Capsule Pledged Stock, either in suitable
form for transfer by delivery, or issued in the name of such Pledgor and
accompanied by stock powers or other appropriate instruments of transfer or
assignment, duly executed by such Pledgor in blank and undated, and in either
case having attached thereto all requisite federal or state stock transfer tax
stamps, all in form and substance satisfactory to the Pledgee and, unless waived
in writing by the Pledgee, accompanied by an opinion or opinions of counsel to
the pledgor of such shares of common stock of Startec Global Communications
Corporation in form and substance satisfactory to the Pledgee (which opinion
shall indicate, among other things, that upon expiration of the contractual
restriction imposed by the Stock Restriction Agreement and assuming compliance
by the Pledgors with the covenant set forth in Section 6.8(c) of this Agreement
and the existence of circumstances which permit the Pledgee to sell such shares
pursuant to this Agreement, all such shares of common stock of Startec Global
Communications Corporation shall be freely transferable by the Pledgee without
further need for registration or qualification).
(c) In the event that the Proposed Merger Transaction is consummated,
the Pledgors hereby covenant and agree that Gold & Xxxxx will not sell or
otherwise transfer pursuant to Rule 144 of the Securities Act (or permit the
sale or other transfer pursuant to Rule 144 of the Securities Act of) any shares
of Startec Stock beneficially owned by it until the expiration of the
three-month period following the expiration of the six-month restriction on
sales of Startec capital stock imposed or to be imposed pursuant to the Stock
Restriction Agreements entered into or to be entered into by and among Startec,
Gold & Xxxxx and FINDS (the "Stock Restriction Agreements").
6.9 Post-Closing Conditions. The Pledgors hereby agree to take the
following actions, or to cause Covista, Capsule or other relevant Persons to
take the following actions, (i) with respect to Collateral pledged on or before
October 20, 2000, by no later than November 17, 2000, and (ii) with respect to
any Collateral (whether in the form of Demanded Shares or other Collateral)
proposed to be pledged after October 20, 2000, by no later than 20 business days
after the date on which such Collateral is delivered or otherwise pledged,
whether by execution of a security agreement or otherwise, to Pledgee:
(a) Corporate Proceedings of Pledgors, Covista and Capsule. With
respect to each Pledgor that is a corporation, limited liability company or
similar entity, the Pledgee shall be provided with a copy of the resolutions (or
comparable authorizing document), in form and substance satisfactory to the
Pledgee, of the Board of Directors (or comparable governing body) of each such
Pledgor authorizing and ratifying (i) the execution, delivery and performance of
the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the
granting by it of the Liens created pursuant to this Agreement, certified by the
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Secretary or an Assistant Secretary (or comparable officer) of such Pledgor,
which certificate shall be in form and substance reasonably satisfactory to the
Pledgee and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded and were in effect as of the date of
this Agreement. With respect to each of Covista and Capsule, the Pledgee shall
be provided with a copy of the resolutions of the Board of Directors of such
corporation authorizing and ratifying the execution, delivery and performance of
this Agreement to the extent set forth in this Agreement, certified by the
Secretary or Assistant Secretary of such corporation, which certificate shall be
in form and substance reasonably satisfactory to the Pledgee and shall state
that the resolutions thereby certified have not been amended, modified, revoked
or rescinded and were in effect as of the date of this Agreement.
(b) Incumbency Certificates. The Pledgee shall be provided with a
certificate of Covista, Capsule and each Pledgor that is a corporation, limited
liability company or similar entity as to the incumbency and signature of the
officers of such Pledgor or other entity executing this Agreement reasonably
satisfactory in form and substance to the Pledgee, executed by the President or
any Vice-President (or similar officer) and the Secretary or any Assistant
Secretary (or similar officer) of such Pledgor or other entity.
(c) Signature Guaranties. To the extent that any stock power provided
to the Pledgee on or after the date of this Agreement does not contain a
signature guaranty at the time that it is delivered to the Pledgee, the Pledgee
shall be provided with replacement stock powers containing a signature
guaranteed by a participant of the Securities Transfer Agents Medallion Program
or another approved signature guaranty program acceptable to the Securities and
Exchange Commission, the Securities Transfer Association and the transfer agent
of Covista, Capsule, Epoch or any other issuer, as and if applicable.
SECTION 7. RIGHTS OF THE PLEDGEE.
7.1 No Obligations or Liability to Pledgors. The rights and powers of
the Pledgee hereunder are not contingent upon the pursuit by the Pledgee of any
right or remedy against any Pledgor or against any other Person which may be or
become liable in respect of any of the Secured Obligations or against any other
collateral security or guarantee therefor or right of offset with respect
thereto, but are solely to protect its interest in the Collateral. The Pledgee
will not be liable for any failure to demand, collect or realize upon all or any
part of the Collateral or for any delay in doing so, nor is the Pledgee under
any obligation to sell or otherwise dispose of any Collateral upon the request
of any Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. No action or inaction on the part
of the Pledgee hereunder or under the Note will release any Pledgor from any of
its obligations hereunder or under the Note, or constitute an assumption of any
such obligations on the part of the Pledgee, or cause the Pledgee to become
subject to any obligation or liability to any Pledgor. The Pledgee has no
obligation to perform any of the obligations or duties of any Pledgor as a
shareholder of Covista or Capsule.
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7.2 Right of Pledgee to Perform Pledgor's Covenants, Etc. If any
Pledgor fails to make any payment or to perform any agreement required to be
made or performed hereunder, the Pledgee may (but need not) at any time
thereafter make such payment or perform such act, or otherwise cause such
payment or performance. No such action will create any liability to any Pledgor
on the part of the Pledgee. All amounts so paid by the Pledgee and all costs and
expenses (including, without limitation, attorneys' fees and expenses) incurred
by the Pledgee in any such performance shall accrue interest from the date paid
or disbursed until reimbursed to the Pledgee in full by or on behalf of the
Pledgors at the rate established in Section 6.5. All such amounts shall
constitute additional indebtedness of the Pledgors secured hereunder and shall
be payable on demand.
7.3 Right of Pledgee to Demand Additional Pledged Shares. The Pledgee
shall have the right at any time, at its sole discretion, to demand by written
notice to the Pledgors that the Pledgors pledge to the Pledgee additional shares
of common stock of Capsule, Covista or, if the Proposed Merger Transaction has
been consummated, Startec (or, subject to the approval of the Pledgee in its
sole discretion, shares of stock of one or more other entities) owned of record
and beneficially by one or more of the Pledgors if, at such time, the sum of (i)
the Combined Market Value plus (ii) the Private Company Stock Value plus (iii)
the LLC Interest Value is less than $13,000,000; provided that, for purposes of
this Section 7.3, after March 31, 2001, such amount of $13,000,000.00 shall be
reduced to $10,000,000.00 if by such date the Borrowers have duly made a
principal payment on the Note of $3,000,000.00 to the order of the Pledgee, in
accordance with the terms of the Note. The number of shares that may be demanded
pursuant to the preceding sentence shall, at the time of any such demand, be a
number of shares such that the sum of the preceding clauses (i), (ii) and (iii),
after accounting for such additional shares, is equal to $13,000,000 or
$10,000,000.00, as the case may be. All shares at any time demanded pursuant to
the provisions of this Section 7.3 shall be "Demanded Shares." Unless otherwise
agreed in writing by the Pledgee, all Demanded Shares, to the extent that they
would not be freely transferable by the Pledgee if sold by the Pledgee in a
manner consistent with the provisions of this Agreement, shall be subject to
registration requirements equivalent to those set forth in Section 6.7 of this
Agreement with respect to Covista Pledged Stock. The Pledgee and the Pledgors
agree that, except as otherwise expressly set forth in this Agreement, Pledgee
shall at no time be required to release from the pledge or return to the
Pledgors any Collateral.
7.4 Release of the Pledge and Security Interest Created Hereby. Upon
payment in full of the outstanding principal amount of and accrued interest on
the Note in accordance with its terms and payment or satisfaction of all other
Secured Obligations, the Pledgee will, upon the written request of all Pledgors,
return to the Pledgors all Collateral held by the Pledgee. Upon such payment or
satisfaction, Pledgee will execute and deliver to the Pledgors such documents as
the Pledgors may reasonably request to evidence the payment or satisfaction of
the Secured Obligations or the release of the Collateral, as the case may be.
7.5 Partial Release of Pledged Shares Under Certain Circumstances. In
the event that the sum of (i) the Combined Market Value plus (ii) the LLC
Interest Value
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exceeds $15,000,000, and so long as no Default or Event of Default is continuing
at such time, the Pledgors, by a written request executed by each Pledgor and
delivered to the Pledgee, shall have the right to request that the Pledgee
release from the pledge and return to the Pledgors, at the address identified in
such notice, certificates representing specified shares of Pledged Stock
previously pledged to the Pledgee and held at such time by the Pledgee. Such
notice shall specify certificates (the "Specified Release Certificates")
representing a number of shares of Pledged Stock such that the sum of the
Combined Market Value plus the LLC Interest Value, after accounting for the
release of the Specified Release Certificates and calculated as of the date of
such release, will equal or exceed $15,000,000; provided that, (x) for purposes
of this Section 7.5, after March 31, 2001, such amount of $15,000,000.00 shall
be reduced to $12,000,000.00 if by such date the Borrowers have duly made a
principal payment on the Note of $3,000,000.00 to the order of the Pledgee, in
accordance with the terms of the Note, (y) none of the Epoch Shares or the
shares of any other entity not publicly traded on a market or exchange that have
been previously pledged to the Pledgee pursuant to this Agreement and are held
at such time by the Pledgee shall be eligible to be released pursuant to this
Section 7.5, and (z) no shares of Covista shall be released pursuant to this
Section 7.5 unless and until all shares of Capsule and all shares of any other
entity (other than those entities whose shares are ineligible for release under
this Section 7.5 pursuant to the preceding clause (x)) previously pledged to the
Pledgee and held at such time by the Pledgee have been released. Within ten
business days after its receipt of a valid notice, in accordance with this
paragraph, the Pledgee shall return to the Pledgors at the address identified in
such notice the Specified Release Certificates. Nothing in this paragraph shall
require the Pledgee to release and return the Specified Release Certificates, or
any other shares or certificates in lieu thereof, if the sum of the Combined
Market Value plus the LLC Interest Value, after accounting for the release of
the Specified Release Certificates and calculated as of the date of such
release, would be below $15,000,000 or $12,000,000, as the case may be.
SECTION 8. REMEDIES AND ENFORCEMENT.
8.1 Remedies in Case of an Event of Default. If an Event of Default has
occurred and is continuing, then in addition to the actions referred to in
Section 5.2 the Pledgee may take any or all of the following actions, without
demand of performance or other demand, advertisement or notice of any kind to or
upon Pledgors or any other Person (except as specified in Section 8.1(b)) all
and each of which are hereby expressly waived by Pledgors:
(a) The Pledgee may, in its own name or at its sole option in
the name of any Pledgor, exercise any or all of the rights, powers and
privileges of, and pursue any or all of the remedies accorded to, any
Pledgor under the Collateral and may exclude such Pledgor and all
Persons claiming by, through or under such Pledgor wholly or partly
therefrom, including in such rights, privileges and remedies, but
without limitation, all rights of such Pledgor to demand, receive, xxx
for, compromise and settle all payments in respect of the Collateral,
and in connection therewith to exercise all rights and remedies
thereunder which such Pledgor could enforce if this Agreement had not
been made.
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(b) The Pledgee may forthwith collect, recover, receive,
appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give an option or options to
purchase, contract to sell or otherwise dispose of and deliver the
Collateral, or any part thereof, in one or more parcels at public or
private sale or sales, at any exchange, broker's board or at any of the
Pledgee's offices or elsewhere upon such terms and conditions as it may
deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk.
The Pledgee need not make any sale of Collateral even if notice thereof
has been given, may reject any and all bids that in its commercially
reasonable discretion it shall deem inadequate, and may adjourn any
public or private sale. Pledgors hereby acknowledge that the Collateral
(other than the Epoch Shares and the LLC Interest) is of a type that
could decline speedily in value and is also of a type customarily sold
on a recognized market, in each case within the meaning of Section
9-504 of the UCC as in effect in any applicable jurisdiction, and that
the Pledgee need not give any notice to Pledgors prior to any sale of
the Collateral at any exchange, broker's board or in any other
recognized market. Without limiting the foregoing, each Pledgor agrees
that, with respect to any of the Collateral, the Pledgee need not give
more than five days notice of the time and place of any public sale or
of the time after which a private sale or other intended disposition is
to take place and that such notice is reasonable notification of such
matters, and waives all other demands or notices of any kind.
(c) In addition to the rights described in the foregoing
clauses (a) and (b), with respect to the LLC Interest, the Pledgee may
(i) use, operate, store, control or manage the LLC Interest, including
without limitation carrying on the business of Red Tulip and exercising
all rights and powers of Entree relating to the LLC Interest, and (ii)
transfer all rights in and under the Red Tulip Operating Agreement,
including without limitation (but subject to the terms of the Red Tulip
Operating Agreement) the right to become a substitute Member (as such
term is defined in the Red Tulip Operating Agreement) of Red Tulip. At
the request of the Pledgee, Entree and Xxxxxxxx shall promptly execute
and deliver all instruments of title and other documents as the Pledgee
may deem necessary or advisable to permit the Pledgee to fully exercise
its rights hereunder.
(d) The Pledgee may, as a matter of right and without notice
to any Pledgor or any Person claiming by, through or under any Pledgor,
cause the appointment of a receiver for all or any part of the
Collateral.
(e) In addition to all other rights and remedies granted to it
in this Agreement and in any other instrument or agreement securing,
evidencing or relating to any of the Secured Obligations, the Pledgee
will have and may exercise with respect to any or all of the Collateral
all of the rights and remedies of a secured party under the UCC and all
other legal and equitable remedies allowed under applicable law.
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Each Pledgor consents to and ratifies any action which the Pledgee may
take to enforce its rights under this Section 8.1. Each Pledgor waives to the
full extent permitted by law the benefit of all appraisement, valuation, stay,
extension, moratorium and redemption laws now or hereafter in force and all
rights of marshaling in the event of the sale of the Collateral or any part
thereof or any interest therein. Each Pledgor will execute and deliver such
documents as the Pledgee deems advisable or necessary in order that any such
sale or disposition be made in compliance with applicable law.
Any sale or other disposition of the Collateral or any part thereof or
interest therein in the exercise of any remedy hereunder will constitute a
perpetual bar against each Pledgor and any Persons claiming by, through or under
any Pledgor. Upon any such sale or other disposition, the receipt of the officer
or agent making the sale or other disposition or of the Pledgee is a sufficient
discharge to the purchaser for the purchase money, and such purchaser will have
no duty to see to the application thereof.
8.2 Application of Proceeds Following an Event of Default. All amounts
held or collected by the Pledgee as part of the Collateral (including, without
limitation, all amounts realized as a result of the exercise of any rights and
remedies hereunder) following the occurrence of any Event of Default will be
applied forthwith by the Pledgee as follows:
FIRST: to the payment of all costs and expenses of such
exercise (including, without limitation, the cost of evidence of title
and the costs and expenses, if any, of taking possession of, retaining
custody over and preserving the Collateral or any part thereof, or any
interest therein prior to such exercise), all costs and expenses of any
receiver of the Collateral or any part thereof, or any interest
therein, any taxes, assessments or charges with respect to any of the
Collateral, whether or not prior to the lien of this Agreement, which
the Pledgee may consider it necessary or desirable to pay and all
amounts due and payable to the Pledgee under Section 6.5 and unpaid;
SECOND: to the payment of the accrued and unpaid interest
(including interest on unpaid principal and, to the extent permitted by
applicable law, unpaid interest) of the Note in accordance with the
provisions of the Note;
THIRD: if the Note has not become due and payable in full, to
the payment of all outstanding principal then due and payable on the
Note;
FOURTH: if the Note has become due and payable in full whether
at maturity, by prepayment, acceleration, declaration of default or
otherwise, to the payment of the outstanding principal of the Note in
accordance with the provisions of the Note;
FIFTH: to the ratable payment to the Persons entitled thereto
of all other obligations secured hereunder for which moneys have not
theretofore been applied; and
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SIXTH: at such time as all of the obligations of the Pledgors
under the Note have been paid in full in cash or in stock in accordance
with the terms of the Note and all other Secured Obligations have been
paid or performed to the satisfaction of the Pledgee, the remainder, if
any, will be paid over to Pledgors, their successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, as determined
by a court of competent jurisdiction.
8.3 Purchase of Collateral by Pledgee. The Pledgee may be a purchaser
of the Collateral or any part thereof or any interest therein at any sale or
other disposition hereunder and may apply against the purchase price the
indebtedness secured hereby.
8.4 Purchaser to Acquire Good Title. Any purchaser of the Collateral at
any sale or other disposition thereof pursuant to this Section 8 will, upon any
such purchase, acquire good title to the Collateral so purchased free of the
lien and security interest created by this Agreement and free of all rights of
equity or redemption in any Pledgor, which rights each Pledgor hereby expressly
waives and releases to the full extent permitted by law, and each Pledgor will
warrant and defend the title of such purchaser against all claims arising by,
through or under the Pledgors. Nevertheless, if so requested by the Pledgee or
any such purchaser, each Pledgor will ratify and confirm any exercise of
remedies by the Pledgee hereunder by executing and delivering to the Pledgee or
such purchaser all bills of sale, assignments, releases and other proper
instruments to effect such ratification and confirmation as may be designated in
any such request. In addition, each Pledgor will do or cause to be done all such
other acts and things as may be reasonably necessary to make such exercise of
remedies valid and binding and in compliance with any and all applicable laws,
regulations, orders, writs, injunctions, decrees or awards of any and all
courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such exercise, all at such Pledgor's expense.
8.5 Sale of Pledged Stock or LLC Interest Without Registration. Pledgor
recognizes that, under certain circumstances, (i) the Pledgee may be unable to
effect a public sale of any or all of the Pledged Stock and/or the LLC Interest
by reason of the Securities Act and applicable state or foreign securities laws
or otherwise, but may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such property for their own account for investment and
not with a view to the distribution or resale thereof and who otherwise satisfy
the requirements of any such applicable law, and (ii) any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale. No such sale will be deemed to have been made in a
commercially unreasonable manner for the reason that it was made as a private
sale rather than a public sale, and the Pledgee will be under no obligation to
delay a sale of any of the Pledged Stock and/or the LLC Interest for the period
of time necessary to permit the registration of any securities for public sale
under the Securities Act, or under applicable state securities laws, or
otherwise comply with applicable law, even if the issuer thereof would agree or
has agreed to do so and would be able to do so.
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8.6 Appointment as Attorney-in-Fact. Each Pledgor hereby irrevocably
constitutes and appoints the Pledgee, with full power of substitution, as such
Pledgor's attorney-in-fact, with full irrevocable power and authority in the
place and stead of such Pledgor and in the name of such Pledgor or otherwise,
from time to time in the Pledgee's discretion, to execute and deliver any and
all bills of sale, assignments, instruments of title or other instruments which
the Pledgee may deem necessary or advisable in its exercise of any of the
remedies hereunder, and to take any other action to accomplish the purposes of
this Agreement, including, without limitation, to ask, demand, collect, xxx for,
recover, compound, receive and give acquittance and receipt for moneys due and
to become due under or in connection with the Collateral, to receive, endorse,
and collect any drafts or other instruments, documents and chattel paper in
connection therewith, and to file any claims or take any action or institute any
proceedings which the Pledgee may deem to be necessary or desirable for the
collection thereof, such Pledgor hereby ratifying and confirming all that such
attorney or any substitute may lawfully do by virtue hereof. This power of
attorney is a power coupled with an interest and is irrevocable.
8.7 No Waiver; Cumulative Remedies. No action or inaction of the
Pledgee will be deemed to waive any of the rights, powers or remedies of the
Pledgee hereunder except pursuant to a writing, signed by the Pledgee, and then
only to the extent expressly set forth therein. A waiver by the Pledgee of any
right, power or remedy on any one occasion will not bar the exercise of any
right, power or remedy hereunder on any future occasion. No failure of the
Pledgee to exercise nor delay of the Pledgee in exercising any right, power or
remedy will preclude the exercise of any other right, power or remedy. If the
Pledgee accepts payment of any amount secured hereby after its due date, it will
not thereby be deemed to have waived its right to require prompt payment when
due of all other amounts payable hereunder. Each right, power and remedy of the
Pledgee provided for in this Agreement or now or hereafter existing at law or
equity or by statute or otherwise is cumulative and concurrent and is in
addition to every other such right, power or remedy of the Pledgee, and the
exercise of any one or more of any such rights, powers or remedies with respect
to any of the Collateral will not preclude the simultaneous or later exercise by
the Pledgee of any other right, power or remedy with respect to any other
Collateral.
8.8 Restoration of Rights and Remedies. If the Pledgee has instituted
any proceeding to enforce any right, power or remedy under this Agreement and
such proceeding has been discontinued or abandoned for any reason, with or
without notice to Pledgors, or has been determined adversely to the Pledgee,
then and in every such case Pledgors and the Pledgee will be restored to their
former positions hereunder, and thereafter all rights, powers and remedies of
the Pledgee will continue as though no such proceeding had been instituted.
SECTION 9. PLEDGOR'S OBLIGATIONS NOT AFFECTED.
The covenants and agreements of each Pledgor set forth herein are
primary obligations of such Pledgor. All such obligations are absolute and
unconditional, are not subject to any counterclaim, set-off, deduction,
diminution, abatement, recoupment, suspension, deferment, reduction or defense
(other than full and strict compliance by such
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Pledgor with its obligations hereunder) based upon any claim any Pledgor,
Covista, Capsule, Startec, Red Tulip or any other Person may have against the
Pledgee or any other Person. All such obligations will remain in full force and
effect without regard to, and will not be released, discharged or in any way
affected by, any unenforceability, invalidity or other infirmity with respect to
the Note, or any other circumstance, condition or occurrence whatsoever, whether
foreseeable or unforeseeable and without regard to whether the Pledgee, any
Pledgor, Covista, Capsule, Startec, Red Tulip or any other entity the capital
stock of which (or an equivalent equity interest in which) has been pledged to
Pledgee to secure the Borrowers' obligations under the Note shall have any
knowledge or notice thereof.
SECTION 10. MISCELLANEOUS.
10.1 Amendments, Etc. Any amendment, modification or waiver of any term
or provision of this Agreement must be in writing and signed by the Pledgee. Any
such waiver will be effective only in the specific instance and for the specific
purpose for which it is given.
10.2 Pledgee to be Bound by Stock Restriction Agreements and Voting
Agreements. The Pledgee agrees to execute and be bound by the Stock Restriction
Agreements and the Voting Agreements entered into or to be entered into by and
among Startec, a subsidiary of Startec, Xxxxxxxx and Gold & Xxxxx, in each case
in form and substance substantially in accordance with drafts of such agreements
provided to the Pledgee prior to the date hereof, to the extent that such
agreements (i) place limitations for specified periods on the transfer of shares
of Startec Stock or shares of Capsule stock, in each case which have been
pledged to the Pledgee, or (ii) require during a specified period that votes
cast with respect to shares of Capsule stock which have been pledged to the
Pledgee be cast in favor of approval of the Merger Agreement and the Proposed
Merger Transaction, in favor of any matter or transaction that is reasonably
required to effect the merger and the other transactions contemplated by the
Merger Agreement, or against any other acquisition proposal or matters which
could reasonably be expected to facilitate any other acquisition proposal.
10.3 Survival of Agreements, Representations and Warranties. All
agreements, representations and warranties contained in this Agreement or the
Note or made in writing by or on behalf of any Pledgor in connection with the
transactions contemplated by this Agreement or the Note will survive the
execution and delivery of this Agreement, any investigation at any time made by
or on behalf of the Pledgee, the purchase of any Note or any payment of any Note
or any disposition of any Note.
10.4 Successors and Assigns. This Agreement is binding upon and will
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, whether so expressed or not.
10.5 Entire Agreement. This Agreement and the Note embody the entire
agreement and
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understanding between Pledgors and the Pledgee with respect to the transaction
referred to herein and therein and supersede all prior agreements and
understandings, written or oral, relating to the pledge of collateral to the
Pledgee to secure the obligations of the Pledgors under the Note.
10.6 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction is, as to such jurisdiction, ineffective
only to the extent made necessary by such prohibition or unenforceability. Any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable (i) the remaining provisions hereof or (ii) such provision
in any other jurisdiction. There shall be substituted for any such provision so
rendered ineffective a provision which, as far as legally possible, most nearly
reflects the intent of the parties hereto.
10.7 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE SUBJECT MATTER OF
ANY OF THE FOREGOING.
10.8 Agreement May Constitute Financing Statement. Each Pledgor
consents to the filing of this Agreement or a photocopy thereof as a financing
statement under the Uniform Commercial Code as in effect in any jurisdiction in
which the Pledgee may determine such filing to be necessary or desirable.
10.9 Miscellaneous. This Agreement may be executed in any number of
counterparts, each of which is an original, but all of which together constitute
but one instrument. Except as otherwise indicated, references herein to any
"Section" means a "Section" of this Agreement. The table of contents and the
section headings in this Agreement are for purposes of reference only and shall
not limit or define the meaning hereof.
10.10 GOVERNING LAW. THIS AGREEMENT AND (UNLESS OTHERWISE EXPRESSLY
PROVIDED) ALL AMENDMENTS AND SUPPLEMENTS TO, AND ALL CONSENTS AND WAIVERS
PURSUANT TO, THIS AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
10.11 Notices, Etc. All notices and other communications provided for
hereunder must be in writing (including telegraphic, telex, telecopy or cable
communication) and must be sent (a) if to any Pledgor, at its address listed on
Exhibit B attached hereto, (b) if to Pledgee, at 000 Xxxxx Xxxx Xxx, Xxxxx 000,
Xxxx Xxxxx, XX 00000, Telephone: 000-000-0000, Facsimile: 000-000-0000, or (c)
as to each party, at such other address as shall be designated by such party in
a written notice to the other parties. All such notices and communications are
effective when received.
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10.12 Submission to Jurisdiction; Waiver of Immunity; Agent for Service
of Process. For the purpose of assuring that the Pledgee may enforce its rights
under this Agreement, each Pledgor, for itself and its successors and assigns,
hereby irrevocably (a) agrees that any legal or equitable action, suit or
proceeding against any Pledgor arising out of or relating to this Agreement or
any transaction contemplated hereby or the subject matter of any of the
foregoing may be instituted, at the election of the Pledgee, in any state or
federal court in the Commonwealth of Virginia (including, without limitation,
the U.S. Federal District Court for the Eastern District of Virginia) or in any
state or federal court in the State of Florida, (b) waives any objection which
it may now or hereafter have to the venue of any action, suit or proceeding, (c)
irrevocably submits itself to the nonexclusive jurisdiction of any state or
federal court of competent jurisdiction in the Commonwealth of Virginia or the
State of Florida, and (d) irrevocably waives any immunity from jurisdiction to
which it might otherwise be entitled in any such action, suit or proceeding
which may be instituted in any state or federal court of the Commonwealth of
Virginia or the State of Florida, and any immunity from the maintaining of an
action against it to enforce any judgment for money obtained in any such action,
suit or proceeding and, to the extent permitted by applicable law, any immunity
from execution. Each Pledgor acknowledges that it has irrevocably designated and
appointed CT Corporation System (or any successor corporation), at its office in
Virginia and its office in Florida, as its authorized agent to accept and
acknowledge on its behalf service of any and all process which may be served in
any such action, suit or proceeding with respect to any matter as to which it
has submitted to jurisdiction as set forth in this Section 10.11 and agrees that
service upon such authorized agent shall be deemed in every respect service of
process upon such Pledgor or its successors or assigns, and, to the extent
permitted by applicable law, shall be taken and held to be valid personal
service upon it. Each Pledgor will take all action necessary to ensure that such
Pledgor shall at all times have an agent for service of process for the above
purposes in the Commonwealth of Virginia and the State of Florida. This Section
10.11 does not affect the right of the Pledgee to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against any Pledgor in any jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered personally or by their
representative officers or agents duly authorized as of the date first above
written.
Pledgors:
GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx,
Attorney-in-Fact
REVISION LLC
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx,
Manager
FOUNDATION FOR THE INTERNATIONAL
NON-GOVERNMENTAL DEVELOPMENT
OF SPACE
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxx,
President
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
ENTREE INTERNATIONAL LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx,
President
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Pledgee:
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
AGREED AND ACCEPTED (as to Sections 6.5 and 6.7 of the Agreement):
COVISTA COMMUNICATIONS, INC. (formerly known as TOTAL-TEL USA COMMUNICATIONS,
INC.)
By:
------------------------------
Name:
Title:
AGREED AND ACCEPTED (as to Sections 6.5 and 6.8 of the Agreement):
CAPSULE COMMUNICATIONS INC.
By:
------------------------------
Name:
Title:
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Exhibit A
SHARES:
The Shares consist of:
1,179,732 shares of common stock of Covista owned of record and beneficially by
Revision, and represented in certificated form by stock certificate number
CU0008823 of Covista (the "Revision Shares");
703,529 shares of common stock of Covista owned of record and beneficially by
FINDS, and represented in certificated form by stock certificate number
CU0008825 of Covista (the "FINDS Shares"); and
4,521,300 shares of common stock of Capsule owned of record and beneficially by
Gold & Xxxxx and represented in certificated form by stock certificate number
3012 of Capsule and 1,150,000 shares of common stock of Capsule owned of record
and beneficially by Gold & Xxxxx and represented in certificated form by stock
certificate number 3010 of Capsule (collectively, the "Gold & Xxxxx Shares").
(i) 5,889,032 shares of Series A preferred stock of Epoch owned of record and
beneficially by Gold & Xxxxx and represented in certificated form by stock
certificate numbers 12 (884,955 shares), 18 (305,157 shares), 19 (4,424,779
shares) and 37 (274,141 shares) of Epoch, (ii) 882,353 shares of Series B
preferred stock of Epoch owned of record and beneficially by Gold & Xxxxx and
represented in certificated form by stock certificate number PB-15, and (iii)
1,741,041 shares of common stock of Epoch, owned of record and beneficially by
Gold & Xxxxx and represented in certificated form by stock certificate numbers
C-339 (313,102 shares), C-612 (700,000 shares) and C-613 (727,939 shares) of
Epoch (all of the shares described in the preceding clauses (i), (ii) and (iii),
collectively, the "Epoch Shares").
Any and all Demanded Shares pledged pursuant to Section 7.3.
EXISTING PLEDGED SHARES
-----------------------
The Existing Pledged Shares consist of the Revision Shares and the FINDS Shares.
NEWLY PLEDGED SHARES
--------------------
The Newly Pledged Shares consist of the Gold & Xxxxx Shares.
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Exhibit B
NOTICE ADDRESSES FOR PLEDGORS
The notice addresses for the respective Pledgors are as
follows:
(a) If to Gold & Xxxxx:
Xxxx Xxxxx Building
Wickams Cay
Road Town, Tortolla
British Virgin Islands
with copies to:
Xxxx X. XxXxxxxxxx
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000-0000
Facsimile: 000-000-0000
and
Xxxxxx X. Xxxxxxxx
Revision LLC
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Facsimile: 000-000-0000
(b) If to Revision:
Revision LLC
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
with a copy to:
Xxxx X. XxXxxxxxxx
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000-0000
Facsimile: 000-000-0000
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(c) If to FINDS:
0000 X Xxxxxx XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
with copies to:
Xxxx X. XxXxxxxxxx
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000-0000
Facsimile: 000-000-0000
and
Xxxxxx X. Xxxxxxxx
Revision LLC
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Facsimile: 000-000-0000
(d) If to Xxxxxxxx:
c/o Revision LLC
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
with a copy to:
Xxxx X. XxXxxxxxxx
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000-0000
Facsimile: 000-000-0000
(e) if to Entree International:
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
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with a copy to:
Xxxx X. XxXxxxxxxx
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000-0000
Facsimile: 000-000-000
iii
