Exhibit 10.3
EXECUTION COPY
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of April 25, 2005, made by GLOBAL SIGNAL
ACQUISITIONS LLC, a Delaware limited liability company, GLOBAL SIGNAL OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership, GLOBAL SIGNAL INC., a
Delaware corporation and any Person that becomes a party hereto pursuant to
Section 5(e) (each a "Pledgor"; collectively the "Pledgors"), in favor of
XXXXXX XXXXXXX ASSET FUNDING INC. ("Xxxxxx Xxxxxxx"), as collateral agent for
the Agents and the Lenders under the Credit Agreement referred to below (the
"Collateral Agent").
RECITALS
Pursuant to the Acquisition Credit Agreement, dated as of April 25,
2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), by and among Borrower, Xxxxxx Xxxxxxx Asset
Funding Inc., as administrative agent and collateral agent, and the lenders
from time to time parties to the Credit Agreement (the "Lenders"), the Lenders
have agreed to make loans to the Borrower upon the terms and subject to the
conditions set forth therein, such loans to be evidenced by the Acquisition
Notes issued by the Borrower thereunder. It is a condition precedent to
effectiveness of the Credit Agreement and the obligation of the Lenders to make
loans to the Borrower under the Credit Agreement that the Pledgors shall have
executed and delivered this Pledge Agreement to the Collateral Agent.
NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
the loans to the Borrower under the Credit Agreement, each Pledgor hereby
agrees with the Collateral Agent as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms which are defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.
(b) The following terms shall have the following meanings:
"Additional Issuer" has the meaning specified in Section 5(e).
"Additional Pledged LLC Interest" means the Additional Pledged LLC
Interests referred to in any supplement to this Pledge Agreement delivered
pursuant to Section 5(e) and any additional LLC Interests pledged to the
Collateral Agent pursuant to Section 5(a).
"Additional Pledged Partnership Interest" means the Additional Pledged
Partnership Interests referred to in any supplement to this Pledge Agreement
delivered pursuant to Section 5(e) and any additional Partnership Interests
pledged to the Collateral Agent pursuant to Section 5(a).
"Additional Pledged Stock" means the Additional Pledged Stock referred
to in any supplement to this Pledge Agreement delivered pursuant to Section
5(e) and any additional capital stock pledged to the Collateral Agent pursuant
to Section 5(a).
"Code" means the Uniform Commercial Code from time to time in effect
in the State of New York.
"Collateral Account" means any account established to hold money
Proceeds, maintained under the sole dominion and control of the Collateral
Agent, subject to withdrawal by the Collateral Agent only as provided in
Section 7.
"Issuer" means each of the entities identified on Schedule I to this
Pledge Agreement as an Issuer and each Additional Issuer.
"Limited Liability Company" means any Issuer identified as a limited
liability company on Part B of Schedule I hereto or in any supplement to this
Pledge Agreement delivered pursuant to Section 5(e).
"Limited Liability Company Agreement" means as to any Limited
Liability Company, its certificate of formation and operating agreement or
other Governing Documents, as each may be amended, supplemented or otherwise
modified from time to time.
"LLC Interest" means any Limited Liability Company membership interest
or economic interest.
"Parent Guarantee" means that certain Parent Guarantee dated as of the
date hereof made by GSOP in favor of the Collateral Agent for the benefit of
the Agents and the Lenders, as the same may be amended, supplemented and
otherwise modified from time to time.
"Partnership" means any Issuer identified as a partnership on Part C
of Schedule I hereto or in any supplement to this Pledge Agreement delivered
pursuant to Section 5(e).
"Partnership Agreement" means as to any Partnership, its certificate
of formation (if any) and partnership agreement or other Governing Documents,
as each may be amended, supplemented or otherwise modified from time to time.
"Partnership Interest" means any partnership interest or economic
interest in a Partnership.
"Pledge Agreement" means this Pledge Agreement dated as of the date
hereof made by Global Signal Operating Partnership, L.P., Global Signal Inc.
and any Person that becomes a party hereto pursuant to Section 5(e) in favor of
the Collateral Agent, as amended, restated, supplemented or otherwise modified
from time to time.
"Pledged Collateral" means the Pledged Stock, the Pledged LLC
Interests, the Pledged Partnership Interests, and all Proceeds.
"Pledged LLC Interest" means any and all of any Pledgor's interests in
a limited liability company, including units of any LLC Interest in each
Limited Liability Company set forth on Part B of Schedule I hereto and any
Additional Pledged LLC Interest listed on Part B of Schedule I to any
supplement to this Pledge Agreement delivered pursuant to Section 5(e) and any
Additional Pledged LLC Interests pledged to the Collateral Agent pursuant to
Section 5(a), including, without limitation, all its rights to participate in
the operation or management of the Limited Liability Companies and all its
rights to properties, assets, member interests and distributions (except as
otherwise provided herein) under the Limited Liability Company Agreements in
respect of such member interests.
"Pledged Partnership Interest" means any and all of any Pledgor's
interests in a partnership, including units of any Partnership Interest in each
Partnership set forth on Part C of Schedule I hereto and any Additional Pledged
Partnership Interest listed on Part C of Schedule I to any supplement to this
Pledge Agreement delivered pursuant to Section 5(e) and any Additional Pledged
Partnership Interests pledged to the Collateral Agent pursuant to Section 5(a),
including, without limitation, all its rights to participate in the operation
or management of the Partnerships and all its rights to properties, assets,
member interests and distributions (except as otherwise provided herein) under
the Partnership Agreements in respect of such partnership interests.
"Pledged Stock" means any and all shares of capital stock owned by any
Pledgor, including the pledged stock listed on Part A of Schedule I hereto and
any Additional Pledged Stock listed on Part A of Schedule I to any supplement
to this Pledge Agreement delivered pursuant to Section 5(e) and any Additional
Pledged Stock pledged to the Collateral Agent pursuant to Section 5(a),
together with all stock certificates, options or rights of any nature
whatsoever which may be issued or granted by any of the Issuers to any of the
Pledgors in respect of any and/or all of the foregoing.
"Proceeds" means all "proceeds" (as such term is defined in Section
9-306(1) of the UCC) in respect of the Pledged Collateral, and, in any event,
shall include, without limitation, all dividends, distributions and other
income from the Pledged Stock, Pledged LLC Interests and Pledged Partnership
Interests, and all collections thereon with respect thereto.
"Secured Obligations" is the collective reference to the Obligations.
"Securities Act" means the Securities Act of 1933, as amended.
(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Pledge Agreement shall refer to this Pledge Agreement
as a whole and not to any particular provision of this Pledge Agreement, and
Section, Schedule, Annex, and Exhibit references are to this Pledge Agreement
unless otherwise specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
2. Pledge; Grant of Security Interest. Each Pledgor hereby delivers,
pledges, assigns, and transfers, as appropriate, to the Collateral Agent, for
the benefit of the Agents and the Lenders, all the Pledged Collateral and
hereby grants to the Collateral Agent for the benefit of the Agents and the
Lenders a first security interest in the Pledged Collateral, as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Secured
Obligations.
3. Transfer Powers. Concurrently with the delivery to the Collateral
Agent of each certificate representing one or more shares of the Pledged Stock
or any Pledged LLC Interest or Pledged Partnership Interest which is
certificated, each Pledgor shall deliver an undated stock power or transfer
power covering such certificate, duly executed in blank with, if the Collateral
Agent so requests, signature guaranteed.
4. Representations and Warranties. Each Pledgor represents and
warrants that:
(a) (i) it is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) it has the
corporate, limited liability company or limited partnership (as applicable)
power and authority, and the legal right, to own and operate its property and
to conduct the business in which it is currently engaged, (iii) it is duly
qualified as a foreign corporation, limited liability company or limited
partnership (as applicable) and is in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, and (iv) it is in compliance with
all applicable Requirements of Law, except with respect to each of the
foregoing the failure of which is not, in the aggregate, reasonably expected to
have a Material Adverse Effect;
(b) it has the corporate, limited liability company or limited
partnership (as applicable) power and authority, and the legal right, to make,
deliver and perform this Pledge Agreement and has taken all necessary
corporate, limited liability company or limited partnership (as applicable)
action to authorize the execution, delivery and performance of this Pledge
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the execution, delivery, performance, validity or
enforceability of this Pledge Agreement. This Pledge Agreement has been duly
executed and delivered on behalf of such Pledgor. This Pledge Agreement
constitutes a legal, valid and binding obligation of such Pledgor enforceable
against such Pledgor in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing;
(c) the execution, delivery and performance of the Loan Documents to
which such Pledgor is a party will not violate any Requirement of Law or
Contractual Obligation of such Pledgor and will not result in, or require, the
creation or imposition of any Lien on any of its properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation (other than
Liens created by the Security Documents in favor of the Collateral Agent for
the benefit of the Agents and the Lenders);
(d) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Pledgor, threatened by or against it or against any of its properties or
revenues (i) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (ii) which is reasonably
expected to have a Material Adverse Effect;
(e) the shares of Pledged Stock issued by the Issuers listed on Part A
of Schedule I hereto constitute all of the issued and outstanding shares of all
classes of the Capital Stock of the Issuers and are represented by the
certificates listed thereon;
(f) the Pledged LLC Interests listed on Part B of Schedule I hereto
constitute all of the issued and outstanding LLC Interests of all classes of
each Issuer thereof indicated on such schedule and are represented by the
certificates listed thereon, if such Pledged LLC Interests are certificated;
(g) the Pledged Partnership Interests listed on Part C of Schedule I
hereto constitute all of the issued and outstanding Partnership Interests of
all classes of each Issuer thereof indicated on such schedule and are
represented by the certificates listed thereon, if such Pledged Partnership
Interests are certificated;
(h) all the shares of the Pledged Stock, the Pledged LLC Interests and
the Pledged Partnership Interests have been duly and validly issued and are
fully paid and nonassessable;
(i) such Pledgor is the record and beneficial owner of, and has title
to, the Pledged Stock, Pledged LLC Interests and the Pledged Partnership
Interests free and clear of any and all Liens or options in favor of, or claims
of, any other Person, except the Lien created by this Pledge Agreement and the
GSOP Credit Agreement;
(j) upon delivery to the Collateral Agent of the certificates
evidencing the Pledged Stock, Pledged LLC Interests and Pledged Partnership
Interests (and assuming the continuing possession by the Collateral Agent of
such certificates in accordance with the applicable Requirements of Law), the
Lien granted pursuant to this Pledge Agreement will constitute a valid,
perfected first priority Lien on the Pledged Collateral in favor of the
Collateral Agent, enforceable as such against all creditors of the Pledgors and
any Persons purporting to purchase any such Pledged Collateral from the
Pledgors;
(k) upon the filing of UCC-1 financing statements in the jurisdictions
referenced on Schedule II, the Liens granted pursuant to this Pledge Agreement
on the Pledged Stock, the Pledged LLC Interests and the Pledged Partnership
Interests which are not certificated shall constitute valid perfected first
priority Liens on the Pledged Stock, Pledged LLC Interests and the Pledged
Partnership Interests which are not certificated in favor of the Collateral
Agent, enforceable as such against all creditors of the Pledgors and any
Persons purporting to purchase any such Pledged Collateral from the Pledgors;
(l) none of the Pledged LLC Interests or Pledged Partnership Interests
(i) are dealt in or traded on securities exchanges or in securities markets,
(ii) are by their terms expressly subject to Article 8 of the Uniform
Commercial Code of any jurisdiction, (iii) constitute a security issued by an
investment company or (iv) are held in a securities account (in each case
within the meaning of Section 8-103(c) of the Uniform Commercial Code of any
jurisdiction);
(m) all necessary consents of each member of each Limited Liability
Company and the partner or partners of each Partnership to the grant of the
security interests provided hereby and to the transfer of the Pledged LLC
Interests and Pledged Partnership Interests to the Collateral Agent or its
designee pursuant to the exercise of any remedies under Section 8 have been
obtained and are in full force and effect;
(n) all necessary approvals by the shareholders and/or board of
directors of each Issuer that is a corporation in connection with the grant of
the security interest provided hereby on the Capital Stock of such Issuer and
to the transfer of the Pledged Stock to the Collateral Agent or its designee
pursuant to the exercise of any remedies under Section 8 have been obtained and
are in full force and effect; and
(o) the location of the jurisdiction of organization of each Pledgor
is specified on Part B of Schedule II.
5. Covenants. Each Pledgor covenants and agrees with the Collateral
Agent for the benefit of the Agents and the Lenders that, from and after the
date of this Pledge Agreement until the Secured Obligations are paid in full
and the Acquisition Loan Commitment has been terminated:
(a) If any Pledgor shall, as a result of its ownership of the Pledged
Collateral, become entitled to receive or shall receive any stock or other
ownership certificate (including, without limitation, any certificate
representing a stock or other dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether in addition to,
in substitution for, as a conversion of, or in exchange for any shares of the
Pledged Collateral, or otherwise in respect thereof, such Pledgor shall accept
the same as the Collateral Agent's agent, hold the same in trust for the
Collateral Agent and deliver the same forthwith to the Collateral Agent in the
exact form received, duly indorsed by such Pledgor to the Collateral Agent, if
required, together with an undated power covering such certificate duly
executed in blank and with, if the Collateral Agent so requests, signature
guaranteed, to be held by the Collateral Agent, subject to the terms hereof as
additional collateral security for the Secured Obligations. Any sums paid upon
or in respect of the Pledged Collateral upon the liquidation or dissolution of
any of the Issuers shall be paid over by the recipient thereof to the
Collateral Agent to be held by it hereunder on behalf of the Agents and the
Lenders as additional collateral security for the Secured Obligations, and in
case any distribution of capital shall be made on or in respect of the Pledged
Collateral or any property shall be distributed upon or with respect to the
Pledged Collateral pursuant to the recapitalization or reclassification of the
capital of any of the Issuers or pursuant to the reorganization thereof, the
property so distributed shall be delivered by the recipient thereof to the
Collateral Agent to be held by it, subject to the terms hereof, as additional
collateral security for the Secured Obligations. If any sums of money or
property so paid or distributed in respect of the Pledged Collateral shall be
received by any Pledgor, such Pledgor shall, until such money or property is
paid or delivered to the Collateral Agent, hold such money or property in trust
for the Collateral Agent on behalf of the Agents and the Lenders segregated
from other funds of such Pledgor, as additional collateral security for the
Secured Obligations.
(b) Without the prior written consent of the Collateral Agent, no
Pledgor will (i) except in connection with any transaction described in
Sections 7.6 and 7.17 of the Credit Agreement (which will be subject to Section
5(a)), vote to enable, or take any other action to permit, any of the Issuers
to issue any stock or other equity securities of any nature or to issue any
other securities convertible into or granting the right to purchase or exchange
for any stock or other equity securities of any of the Issuers, (ii) except in
connection with any transaction described in Section 7.4 of the Credit
Agreement and except to the Borrower or any wholly owned Subsidiary of the
Borrower as permitted in Section 7.5 of the Credit Agreement, sell, assign,
transfer, exchange or otherwise dispose of, or grant any option with respect
to, the Pledged Collateral, (iii) create, incur or permit to exist any Lien or
option in favor of, or any claim of any Person with respect to, any of the
Pledged Collateral, or any interest therein, except for the Lien provided for
by this Pledge Agreement and Liens described in Section 7.2(a) of the Credit
Agreement or (iv) enter into any agreement or undertaking restricting the right
or ability of any Pledgor or the Collateral Agent to sell, assign or transfer
any of the Pledged Collateral.
(c) Each Pledgor shall maintain the security interest created by this
Pledge Agreement and granted by it as a first priority, perfected security
interest and shall defend such security interest against the claims and demands
of all Persons whomsoever. At any time and from time to time, upon the written
request of the Collateral Agent, and at the sole expense of the Pledgors, each
Pledgor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Collateral Agent may reasonably
request for the purposes of obtaining or preserving the full benefits of this
Pledge Agreement and of the rights and powers herein granted. If any amount
payable under or in connection with any of the Pledged Collateral shall be or
become evidenced by any promissory note, other instrument or chattel paper,
such note, instrument or chattel paper shall be immediately delivered by the
recipient thereof to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Pledged Collateral pursuant
to this Pledge Agreement.
(d) Each Pledgor agrees to pay, and to save the Collateral Agent
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes (other than
taxes that are imposed on or measured by the overall net income of the
Collateral Agent) which may be payable or determined to be payable with respect
to any of the Pledged Collateral or in connection with any of the transactions
contemplated by this Pledge Agreement.
(e) Pursuant to Section 6.10 of the Credit Agreement, upon the
formation or acquisition of any Subsidiary of the Borrower or any of its
Subsidiaries (an "Additional Issuer"), the Borrower or such Subsidiary that is
the owner thereof shall immediately cause the capital stock, LLC Interests or
Partnership Interests, as the case may be, of such Additional Issuer to be
pledged hereunder by delivering to the Collateral Agent (i) a supplement to
this Pledge Agreement, substantially in the form of Exhibit A hereto, duly
executed and completed, pursuant to which the Borrower or such Subsidiary shall
become a party hereto as a Pledgor and adding such capital stock, LLC Interests
or Partnership Interests, as the case may be, of such Additional Issuer, to
Schedule I hereto, (ii) all certificates evidencing such capital stock, LLC
Interests or Partnership Interests, as the case may be, along with the transfer
powers described in Section 3, and (iii) an acknowledgment and consent,
substantially in the form appended as Annex I to Exhibit A hereto, duly
executed by such Additional Issuer.
(f) No Pledgor will (i) change the location of its jurisdiction of
organization from the location specified in Section 4(o), (ii) change its name
or identity or (iii) reorganize under the laws of another jurisdiction or as a
different type of entity without providing the Collateral Agent with prior
written notice of such change.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall
have occurred and be continuing and the Collateral Agent shall have given
notice to the Pledgors of the Collateral Agent's intent to exercise its
corresponding rights pursuant to Section 7 below, each Pledgor shall be
permitted to receive all cash dividends and other distributions paid in the
normal course of business of the Issuers to the extent permitted in the Credit
Agreement, in respect of the Pledged Collateral and to exercise all voting,
corporate (with respect to stock), member (with respect to LLC interests), and
partnership (with respect to Partnership Interests) rights with respect to the
Pledged Collateral; provided, however, that no vote shall be cast or corporate,
member or partnership right exercised or other action taken which would impair
the Pledged Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, the Acquisition Notes, this
Pledge Agreement or the other Loan Documents.
7. Rights of the Collateral Agent.
(a) All money Proceeds received by the Collateral Agent hereunder may,
at the Collateral Agent's discretion, be held by the Collateral Agent in a
Collateral Account. All Proceeds while held by the Collateral Agent in a
Collateral Account (or by the Pledgors in trust for the Collateral Agent) shall
continue to be held as collateral security for all the Secured Obligations and
shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the
Collateral Agent shall give notice of its intent to exercise such rights to a
Pledgor: (i) the Collateral Agent shall have the right to receive any and all
cash dividends or other cash distributions paid in respect of the Pledged
Collateral and make application thereof to the Secured Obligations in such
order as it may determine, and (ii) at the request of the Collateral Agent, all
shares of the Pledged Stock, all Pledged LLC Interests and all Pledged
Partnership Interests shall be registered in the name of the Collateral Agent
or its nominee, and the Collateral Agent or its nominee may thereafter exercise
(A) all voting, corporate or other rights pertaining to such shares of the
Pledged Stock at any meeting of shareholders of any of the Issuers or
otherwise; (B) all members rights, powers and privileges with respect to the
Pledged LLC Interests to the same extent as a member under the applicable
Limited Liability Company Agreement; (C) all partnership rights, powers and
privileges with respect to the Pledged Partnership Interests to the same extent
as a partner under the applicable Partnership Agreement; and (D) any and all
rights of conversion, exchange, subscription and any other rights, privileges
or options pertaining to such shares or interests of the Pledged Collateral as
if it were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all of the Pledged Collateral upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate, company or partnership structure of any of the
Issuers, or upon the exercise by a Pledgor or the Collateral Agent of any
right, privilege or option pertaining to such shares or interests of the
Pledged Collateral, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Collateral with any committee, depository,
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, but the Collateral Agent shall have no duty
to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing.
(c) The rights of the Collateral Agent hereunder shall not be
conditioned or contingent upon the pursuit by the Collateral Agent or any Agent
or Lender of any right or remedy against any of the Issuers or against any
other Person which may be or become liable in respect of all or any part of the
Secured Obligations or against any other collateral security therefor,
guarantee thereof or right of offset with respect thereto. The Collateral Agent
shall not be liable for any failure to demand, collect or realize upon all or
any part of the Pledged Collateral or for any delay in doing so, nor shall it
be under any obligation to sell or otherwise dispose of any Pledged Collateral
upon the request of the Pledgors or any other Person or to take any other
action whatsoever with regard to the Pledged Collateral or any part thereof.
(d) Each Pledgor waives any and all notice of the creation, renewal,
extension or accrual of any of the Secured Obligations and notice of or proof
of reliance by the Collateral Agent, the Administrative Agent or any Lender
upon this Pledge Agreement or acceptance of this Pledge Agreement or the
Secured Obligations, and any of them shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Pledge Agreement; and all dealings between the Borrower and
the Pledgors and/or any other Loan Party, on the one hand, and the Collateral
Agent, the Administrative Agent and/or any Lender, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon
this Pledge Agreement. Each Pledgor waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower,
any Pledgor or any other Loan Party with respect to the Secured Obligations.
Each Pledgor understands and agrees that this Pledge Agreement shall be
construed as a continuing, absolute and unconditional security interest as
collateral security for the payment and performance of the Secured Obligations
without regard to (a) the validity, regularity or enforceability of the Credit
Agreement, the Acquisition Notes or any other Loan Document, any of the Secured
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Collateral Agent, the Administrative Agent or any Lender, (b) any defense,
set-off or counterclaim (other than a defense of payment or performance) which
may at any time be available to or be asserted by the Borrower, the Pledgors or
any other Loan Party against the Collateral Agent, the Administrative Agent or
any Lender or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Borrower, the Pledgors or any other Loan Party) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower or any other Loan Party for the Secured Obligations,
or of any Pledgor under this Pledge Agreement, in bankruptcy or in any other
instance. When pursuing its rights and remedies hereunder against the Pledged
Collateral of any Pledgor, the Collateral Agent may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Borrower, any other Loan Party or any other Person or against any collateral
security or guarantee for the Secured Obligations or any right of offset with
respect thereto, and any failure by the Collateral Agent (or the Administrative
Agent or any Lender) to pursue such other rights or remedies or to collect any
payments from the Borrower, any other Loan Party or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower, any other Loan Party or any
such other Person or any such collateral security, guarantee or right of
offset, shall not release the Pledged Collateral of any Pledgor as security for
the Secured Obligations, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the
Collateral Agent against the Pledged Collateral of any Pledgor. This Pledge
Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Pledgor and the successors and
assigns thereof, and shall inure to be benefit of the Collateral Agent and its
successors, indorsees, transferees and assigns, until all of the Secured
Obligations shall have been satisfied by payment in full and the Acquisition
Loan Commitments shall have been terminated, notwithstanding that from time to
time during the term of the Credit Agreement the Borrower and the other Loan
Parties may be free from any of the Secured Obligations.
(e) This Pledge Agreement shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Collateral Agent, the Administrative Agent or the Lenders upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower, any other Loan Party or any Pledgor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower, any Loan Party or any Pledgor or any substantial
part of their respective property, or otherwise, all as though such payments
had not been made.
(f) Notwithstanding any modification, discharge or extension of the
Secured Obligations or any amendment, modification, stay or cure of the
Collateral Agent's, the Administrative Agent's or any Lender's rights which may
occur in any bankruptcy or reorganization case or proceeding against the
Borrower or any other Loan Party, whether permanent or temporary, and whether
or not assented to by the Collateral Agent, the Administrative Agent or the
Lenders, each Pledgor hereby agrees that the Pledged Collateral of such Pledgor
shall secure the payment in full of the Secured Obligations in accordance with
its terms (without regard to any such modification, discharge or extension of
the Secured Obligations of the Borrower or any other Loan Party thereunder).
Without in any way limiting the generality of the foregoing, any subsequent
modification of the Secured Obligations in any reorganization case concerning
the Borrower or any other Loan Party (other than such Pledgor) shall not affect
the obligation of any Pledgor to pay and perform the Secured Obligations in
accordance with the original terms thereof.
8. Remedies.
(a) If an Event of Default shall have occurred and be continuing, at
any time at the Collateral Agent's election, the Collateral Agent may apply all
or any part of the Proceeds held in any Collateral Account in payment of the
Secured Obligations in such order as the Collateral Agent may elect.
(b) If an Event of Default shall occur and be continuing, the
Collateral Agent may exercise, in addition to all other rights and remedies
granted in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the Code. Without limiting the generality of
the foregoing, the Collateral Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Pledgor, the Issuers
or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Pledged Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Pledged Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange,
broker's board or office of the Collateral Agent 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 Collateral Agent shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Pledged Collateral so sold,
free of any right or equity of redemption in any Pledgor, which right or equity
is hereby waived or released. The Collateral Agent shall apply any Proceeds
from time to time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to
the care or safekeeping of any of the Pledged Collateral or in any way relating
to the Pledged Collateral or the rights of the Collateral Agent hereunder,
including, without limitation, reasonable attorneys' fees and disbursements, to
the payment in whole or in part of the Secured Obligations, in such order as
the Collateral Agent may elect, and only after such application and after the
payment by the Collateral Agent of any other amount required by any provision
of law, including, without limitation, Section 9-615(b) of the Code, need the
Collateral Agent account for the surplus, if any, to any Pledgor. To the extent
permitted by applicable law, each Pledgor waives all claims, damages and
demands it may acquire against the Collateral Agent arising out of the exercise
by the Collateral Agent of any of its rights hereunder. If any notice of a
proposed sale or other disposition of Pledged Collateral shall be required by
law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.
9. Registration Rights; Private Sales.
(a) If the Collateral Agent shall determine to exercise its right (on
behalf of the Agents and the Lenders) to sell any or all of the shares of
Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests,
as applicable, pursuant to Section 8, and if in the opinion of the Collateral
Agent it is necessary or advisable to have the Pledged Stock, the Pledged LLC
Interests, or the Pledged Partnership Interests, as applicable, or that portion
thereof to be sold, registered under the provisions of the Securities Act, each
Pledgor will cause any or all of the Issuers to (i) execute and deliver, and
cause the officers of such Issuers to execute and deliver, all such instruments
and documents, and do or cause to be done all such other acts as may be, in the
opinion of the Collateral Agent, necessary or advisable to register the shares
of Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests,
as applicable, or that portion of them to be sold, under the provisions of the
Securities Act, (ii) to use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the shares of
Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as
applicable, or that portion thereof to be sold, and (iii) to make all
amendments thereto and/or to the related prospectus which, in the opinion of
the Collateral Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Pledgor agrees to
cause the Issuers to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Collateral Agent shall designate
and to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act.
(b) Each Pledgor recognizes that the Collateral Agent may be unable to
effect a public sale of any or all the Pledged Stock, the Pledged LLC
Interests, or the Pledged Partnership Interests, as applicable, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable to the Collateral Agent than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner. The Collateral Agent shall be under no obligation to delay a sale of
any of the Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership
Interests, as applicable, for the period of time necessary to permit the
Issuers to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if the Issuers would agree to
do so.
(c) Each Pledgor further agrees to use its reasonable efforts to do or
cause to be done all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Stock the Pledged LLC Interests and
the Pledged Partnership Interests, as applicable, pursuant to this Pledge
Agreement valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Pledgor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against each
Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Credit Agreement.
10. Irrevocable Authorization and Instruction to Issuers. Each Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Collateral Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from any
Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in
so complying.
11. Collateral Agent's Appointment as Attorney-in-Fact.
(a) Each Pledgor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent of the Collateral Agent, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of each Pledgor and in
the name of each Pledgor or in the Collateral Agent's own name, from time to
time in the Collateral Agent's discretion, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Pledge Agreement, including, without
limitation, any financing statements, endorsements, assignments or other
instruments of transfer.
(b) Each Pledgor hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
Section 11(a).
12. Limitation on Duties Regarding Pledged Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Pledged Collateral in its possession, under Section 9-207
of the Code or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar securities and property for its own
account, except that the Collateral Agent shall have no obligation to invest
funds held in any Collateral Account and may hold the same as demand deposits.
Neither the Collateral Agent nor any of its directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon any of
the Pledged Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Pledged Collateral upon the
request of the Pledgors or any other Person or to take any other action
whatsoever with regard to the Pledged Collateral or any part thereof.
13. Filing of Financing Statements. Pursuant to Section 9-509 of the
Code, each Pledgor hereby authorizes the Collateral Agent to file financing
statements with respect to the Pledged Collateral in such form and in such
filing offices as the Collateral Agent reasonably determines appropriate to
perfect the security interests of the Collateral Agent under this Pledge
Agreement. A carbon, photographic or other reproduction of this Pledge
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.
14. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Pledged Collateral are irrevocable and
powers coupled with an interest.
15. Global Signal Effectiveness. This Pledge Agreement shall not be
effective as to Global Signal until the Global Signal Guarantee Date referenced
in Section 6.13 of the Credit Agreement. Upon the Global Signal Guarantee Date,
this Pledge Agreement shall be effective as to Global Signal as an original
signatory hereto, with effect retroactive to the date hereof.
16. GSOP Effectiveness. This Pledge Agreement shall be effective
against Global Signal Operating Partnership. L.P. and the Collateral Agent as
of the date hereof, without regard to the occurrence of the Global Signal
Guarantee Date, or the failure of Global Signal to execute and deliver this
Pledge Agreement prior to the Global Signal Guarantee Date.
17. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three Business Days after
being deposited in the mails, postage prepaid or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been electronically
confirmed, addressed as provided in Part A of Schedule II hereto.
18. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
19. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.
20. No Waiver; Cumulative Remedies. The Collateral Agent shall not by
any act (except by a written instrument pursuant to Section 21), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Collateral Agent, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which
the Collateral Agent would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.
21. Waivers and Amendments; Successors and Assigns; Governing Law.
None of the terms or provisions of this Pledge Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the Pledgors and the Collateral Agent; provided that any provision
of this Pledge Agreement may be waived by the Collateral Agent in a written
instrumented executed by the Collateral Agent. This Pledge Agreement shall be
binding upon the successors and assigns of each Pledgor and shall inure to the
benefit of the Collateral Agent and its successors and assigns. THIS PLEDGE
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above written.
GLOBAL SIGNAL OPERATING PARTNERSHIP,
L.P., as Pledgor
by: GLOBAL SIGNAL GP LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
GLOBAL SIGNAL INC., as Pledgor
By:
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
of Corporate Development
and Operations
GLOBAL SIGNAL ACQUISITIONS LLC,
as Pledgor
by: Global Signal Operating
Partnership, L.P., its Sole Member
by: Global Signal GP LLC,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, CFO and
Secretary
XXXXXX XXXXXXX ASSET FUNDING INC.,
as Collateral Agent
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: VP
ACKNOWLEDGMENT AND CONSENT
The undersigned, the Issuers referred to in the foregoing
Pledge Agreement, hereby acknowledge receipt of a copy thereof and agree to be
bound thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agree to notify the Collateral Agent promptly
in writing of the occurrence of any of the events described in Section 5(a) of
the Pledge Agreement. The undersigned further agree that the terms of Section
9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with
respect to all actions that may be required of them under or pursuant to or
arising out of Section 9 of the Pledge Agreement.
[SIGNATURES FOLLOW]
GLOBAL SIGNAL ACQUISITIONS LLC
by: GLOBAL SIGNAL OPERATING
PARTNERSHIP, L.P., its sole
member
by: GLOBAL SIGNAL GP LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
GLOBAL SIGNAL OPERATING PARTNERSHIP,
L.P.
by: GLOBAL SIGNAL OPERATING
PARTNERSHIP, L.P., its sole member
by: GLOBAL SIGNAL GP LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SCHEDULE I to
Pledge Agreement
----------------
A. DESCRIPTION OF PLEDGED STOCK
Name of Class of Stock Certificate Number of
Name of Pledgor Issuer Stock Number Shares
------------------------------------------------------------------------------------------------------------------
None.
B. DESCRIPTION OF PLEDGED LLC INTERESTS
Name of Class of Certificate Number of
Name of Pledgor Issuer LLC Interest Number Interests
------------------------------------------------------------------------------------------------------------------
Global Signal Operating Global Signal 100% of all N/A N/A
Partnership, L.P. Acquisitions LLC outstanding LLC
Interests
C. DESCRIPTION OF PLEDGED PARTNERSHIP INTERESTS
Name of Class of Certificate Number of
Name of Pledgor Issuer Partnership Interest Number Interests
------------------------------------------------------------------------------------------------------------------
Global Signal 100% of all N/A N/A
Global Signal Inc. Operating outstanding limited
Partnership, L.P. partnership interest
SCHEDULE II to
Pledge Agreement
A. ADDRESSES FOR NOTICES
Global Signal Operating Partnership, L.P.
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Global Signal Acquisitions LLC
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Global Signal Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
B. JURISDICTIONS OF ORGANIZATION
Name of Pledgor Jurisdiction
-----------------------------------------------------------------------------
Global Signal Operating Partnership, L.P. Delaware
Global Signal Inc. Delaware
Global Signal Acquisitions LLC Delaware
EXHIBIT A to
Pledge Agreement
PLEDGE AGREEMENT SUPPLEMENT
PLEDGE AGREEMENT SUPPLEMENT, dated as of ___________ __, 20__
(this "Supplement"), made by [NAME OF SUBSIDIARY] (each an "Additional
Pledgor"), in favor of XXXXXX XXXXXXX ASSET FUNDING INC. as collateral agent
for the Agents and the Lenders under the Credit Agreement (the "Collateral
Agent").
1. Reference is hereby made to that certain Pledge Agreement,
dated as of [__], 2005, made by the Pledgors in favor of the
Collateral Agent (as amended, supplemented or otherwise modified as of
the date hereof, the "Pledge Agreement"). Terms defined in the Pledge
Agreement are used herein as therein defined.
2. Each Additional Pledgor which has not heretofore become a
party to the Pledge Agreement hereby agrees to all of the provisions
of the Pledge Agreement and, effective on the date hereof, becomes a
party to the Pledge Agreement, as a Pledgor, with the same effect as
if the undersigned were an original signatory to the Pledge Agreement.
3. Each Additional Pledgor hereby confirms and reaffirms the
security interest in the Pledged Collateral granted to the Collateral
Agent under the Pledge Agreement, and, as additional collateral
security for the prompt and complete payment when due (whether at
stated maturity, by acceleration or otherwise) of the Secured
Obligations and in order to induce the Lenders to make Acquisition
Loans under the Credit Agreement and the other Loan Documents, each
Additional Pledgor hereby delivers to the Collateral Agent, all of the
shares of stock, membership interests or partnership interests, as
applicable, of [INSERT NAME OF NEW ISSUER], a ________ [corporation]
[limited liability company] or [partnership] (the "Additional Issuer")
listed in Schedule I hereto, together with all certificates, options,
or rights of any nature whatsoever which may be issued or granted by
the Additional Issuer in respect of such [shares of stock] [membership
interests] or [partnership interests] while the Pledge Agreement, as
supplemented hereby, is in force (the "Additional Pledged Stock",
"Additional Pledged LLC Interests" or "Additional Pledged Partnership
Interest", as applicable) and hereby grants to the Collateral Agent a
first priority perfected security interest in the Additional Pledged
Stock, the Additional Pledged LLC Interests and the Additional Pledged
Partnership Interests, as applicable, and all Proceeds thereof. From
and after the date of this Supplement, as used in the Pledge Agreement
as supplemented by this Supplement and for all purposes of the Pledge
Agreement as so supplemented, "Pledged Stock" shall be deemed to
include the Additional Pledged Stock, "Pledged LLC Interests" shall be
deemed to include the Additional Pledged LLC Interests, "Pledged
Partnership Interests" shall be deemed to include the Additional
Pledged Partnership Interests, "Issuers" shall be deemed to include
the Additional Issuer, and the Additional Pledgor shall be deemed to
be a Pledgor under the Pledge Agreement.
4. Each Additional Pledgor hereby represents and warrants
that the representations and warranties contained in Section 4 of the
Pledge Agreement are true and correct on the date of this Supplement
with references therein to the "Pledged Stock" to include the
Additional Pledged Stock, with references to "Pledged LLC Interests"
to include the Additional Pledged LLC Interests, with references to
"Pledged Partnership Interests" to include the Additional Pledged
Partnership Interests, with references to the "Issuers" therein to
include the Additional Issuer, and with references to the Pledge
Agreement to mean the Pledge Agreement as supplemented hereby.
5. This Supplement is supplemental to the Pledge Agreement,
forms a part thereof and is subject to the terms thereof. From and
after the date of this Supplement, Schedule I to the Pledge Agreement
shall be deemed to include each item listed on Schedule I to this
Supplement. This Supplement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be duly executed and delivered as of the date first above
written.
[NAME OF ADDITIONAL PLEDGOR]
By:__________________________________
Name:
Title:
SCHEDULE I to
Supplement
A. DESCRIPTION OF ADDITIONAL PLEDGED STOCK
Name of Class of Stock Certificate Number of
Issuer Stock Number Shares
-------------------------------------------------------------------------------------------------------------------
B. DESCRIPTION OF ADDITIONAL PLEDGED LLC INTERESTS
Name of Class of Certificate Number of
Issuer LLC Interest Number Interests
--------------------------------------------------------------------------------------------------------------------
C. DESCRIPTION OF ADDITIONAL PLEDGED PARTNERSHIP INTERESTS
Name of Class of Certificate Number of
Issuer Partnership Interest Number Interests
--------------------------------------------------------------------------------------------------------------------
ANNEX I
to Supplement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the Additional Issuer referred to in the
foregoing Supplement to Pledge Agreement, hereby acknowledges receipt of a copy
thereof and of the Pledge Agreement referred to therein and agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agrees to notify the Collateral Agent
promptly in writing of the occurrence of any of the events described in Section
5(a) of the Pledge Agreement. The undersigned further agrees that the terms of
Section 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with
respect to all actions that may be required of it under or pursuant to or
arising out of Section 9 of the Pledge Agreement.
[NAME OF ADDITIONAL ISSUER]
By:_________________________________
Name:
Title:
