Exhibit 10.32
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of October 2, 1996, made by each of
SPRINT SPECTRUM L.P. a Delaware limited partnership (the "Borrower"), and
MINORCO, L.P., a Delaware limited partnership ("MinorCo") (each of the Borrower
and MinorCo, a "Pledgor", and together, the "Pledgors"), in favor of the
Trustees under the Trust Agreement described below for the benefit of the
Secured Parties that are the beneficiaries of the Trust Estate under the Trust
Agreement.
W I T N E S S E T H:
WHEREAS, the Secured Parties have severally agreed to make
loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower and MinorCo are engaged in related
businesses, and MinorCo will derive substantial direct and indirect benefit from
the making of the loans to the Borrower; and
WHEREAS, it is a condition precedent to the obligation of the
Secured Parties to make their respective loans and other extensions of credit to
the Borrower that the Pledgors shall have executed and delivered this Agreement
to the Trustees;
NOW, THEREFORE, each of the Pledgors hereby agrees with the
Trustees for the benefit of the Secured Parties, as follows:
1. Defined Terms. (a) As used in this Agreement, the
following terms shall have the following meanings:
"Agreement": this Pledge Agreement, as the same may be amend-
ed, supplemented or otherwise modified from time to time.
"Code": the Uniform Commercial Code from time to time in
effect in the State of New York.
"Collateral": as defined in Section 2.
"Collateral Account": as defined in the Trust Agreement.
"Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or anY
of its property is bound.
"Corporate Trustee": First Union National Bank, as Corporate
Trustee under the Trust Agreement, and its successors pursuant to the
Trust Agreement.
"FCC": the Federal Communications Commission, and any
successor Governmental Authority performing the functions of the Xxxxx-
al Communications Commission referred to in Section 21.
"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising execu-
tive, legislative, judicial, regulatory or administrative functions of
or pertaining to government.
"Individual Trustee": Xxxxxxx X. Xxxxxx, as Individual
Trustee under the Trust Agreement, and his successors pursuant to the
Trust Agreement.
"Issuer": each of WirelessCo, L.P., Sprint Spectrum Equipment
Company, L.P. and Sprint Spectrum Realty Company, L.P., each a Delaware
limited partnership.
"Lien": any mortgage, pledge, hypothecation, assignment, de-
posit arrangement, encumbrance, lien (statutory or other), charge or
other security interest of any kind or nature whatsoever.
"Notice of Enforcement": as defined in the Trust Agreement.
"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.
"Partnership Agreement": with respect to each Issuer, the
Amended and Restated Agreement of Limited Partnership of such Issuer,
among the Borrower, as the general partner, and MinorCo, as the limited
partner, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms hereof.
"Proceeds": all "proceeds" as such term is defined in Section
9-306(1) of the Code and, in any event, shall include, without limita-
tion, all dividends or other income from the Collateral, collections
thereon or distributions with respect thereto.
"Requirement of Law": as to any Person, the partnership
agreement, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any law,
treaty, rule or regulation or determination, judgment, writ,
injunction, decree or order of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its
property is subject.
"Secured Instrument": as defined in the Trust Agreement.
"Secured Obligations": as defined in the Trust Agreement.
"Secured Obligation Commitments": all commitments by Secured
Parties to make loans or extend other credit to the Borrower that, when
so made or extended, would constitute Secured Obligations.
"Secured Parties": as defined in the Trust Agreement.
"Securities Act": the Securities Act of 1933, as amended.
"Trust Agreement": the Trust Agreement, dated as of October
2, 1996, among the Borrower and the Trustees, as the same may be
amended, supplemented or otherwise modified from time to time.
"Trustees": the collective reference to the Corporate Trustee
and the Individual Trustee.
(b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
paragraph, Schedule and Exhibit references are to this Agreement unless
otherwise specified.
(c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
2. Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of all the Secured Obligations and to
induce the Secured Parties to extend credit to the Borrower, each Pledgor hereby
pledges, assigns and transfers to the Trustees, for the benefit of the Secured
Parties, and grants to the Trustees, for the benefit of the Secured Parties, a
security interest in, all of the following property now owned or at any time
hereafter acquired by such Pledgor or in which such Pledgor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):
(a) all present and future rights of such Pledgor to receive
any payment of money or other distribution or payment arising out of or
in connection with the limited partnership or general partnership
interests in each Issuer and the rights of such Pledgor under the
Partnership Agreement relating to such Issuer, including, without
limitation, all of such Pledgor's right, title and interest in, to and
under all (i) distributions of profits and income of such Issuer, (ii)
capital distributions from such Issuer, (iii) distributions of cash
flow by such Issuer and (iv) in the case of a general partnership
interest, all rights, title and interest as a general partner to
participate in the management or operation of such Issuer;
(b) such Pledgor's interest in each Issuer and all of such
Pledgor's rights under the Partnership Agreement relating to such
Issuer and applicable law in its capacity as a limited partner or
general partner, as the case may be (including, without limitation, all
of such Pledgor's right, title and interest as a limited or general
partner to reports, accounting, information and voting and any rights
of such Pledgor to participate in certain aspects of the operation or
management of such Issuer (in accordance with such Partnership
Agreement and with applicable Requirements of Law) and all of the
Pledgor's right, title and interest to property, assets, partnership
interests and distributions under such Partnership Agreement) but not
any of its obligations as a general or limited partner of such Issuer
(unless the Corporate Trustee or any Secured Party shall become a
general or limited partner of such Issuer as a result of the exercise
of remedies pursuant to the terms hereof);
(c) any other rights of such Pledgor to receive any
distributions or other payments of any kind whatsoever from or in
respect of each Issuer, whether any of such distributions consist of
money or property; and
(_) (d) to the extent not otherwise included, all Proceeds,
products and accessions of any and all of the foregoing, including
without limitation, all Proceeds of any liquidation upon the
dissolution of each Issuer and the winding up of its affairs.
This Agreement shall create a continuing security interest in the Collateral for
all the Secured Obligations, now or hereafter existing or arising, which shall
remain in effect until the Secured Obligations shall have been paid in full and
all Secured Obligation Commitments have been terminated.
3. Registration of Pledge. Concurrently with the execution and
delivery of this Agreement, each Pledgor shall execute and deliver to each
Issuer instructions to register, substantially in form of Exhibit A. Each
Pledgor shall cause each Issuer to deliver to the Corporate Trustee an initial
transaction statement, substantially in the form of Exhibit B, confirming that
such Issuer has registered the pledge by each Pledgor effected by this Agreement
on its books.
4. Representations and Warranties. Each Pledgor represents
and warrants that:
(a) such Pledgor is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of
Delaware, has the partnership power and authority to execute and
deliver, to perform its obligations under, and to grant the security
interest in the Collateral pursuant to, this Agreement, and has taken
all necessary partnership action to authorize its execution, delivery
and performance of, and grant of the security interest in the
Collateral pursuant to, this Agreement;
(b) this Agreement constitutes a legal, valid and binding
obligation of such Pledgor, enforceable in accordance with its terms,
subject to the effects of bankruptcy, insolvency, 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 this Agreement
will not violate in any material respect, result in a default under, or
give rise to any acceleration, prepayment, repurchase or redemption
obligation of such Pledgor as a result of, any provision of any
Requirement of Law or (after giving effect to any relevant waivers that
have been obtained and are in full force and effect) Contractual
Obligation of such Pledgor and will not result in the creation or
imposition of any Lien on any of the properties or revenues of such
Pledgor pursuant to any Requirement of Law or any Contractual
Obligation of such Pledgor, except the security interest created by
this Agreement;
(d) no consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority and no
consent of any other Person, is required in connection with the
execution, delivery, performance, validity or enforceability of this
Agreement, other than any of the foregoing that have been obtained or
made and are in full force and effect;
(e) as of the date hereof, the Collateral listed on Schedule 1
constitutes all interests in each Issuer owned by such Pledgor and all
issued and outstanding equity interests in each Issuer;
(f) such Pledgor is the sole legal, record and beneficial
owner of the Collateral listed with such Pledgor's name on Schedule I,
subject to no Lien except the Lien created by this Agreement;
(g) this Agreement is effective to create in favor of the
Trustees a legal, valid and (assuming the filing of UCC-1 financing
statements with the Secretary of State of Missouri and the Recorder of
Deeds Office, Xxxxxxx County, Missouri and the taking of the actions
described in Section 3) enforceable perfected first priority security
interest in the Collateral, 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;
(h) the Partnership 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, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and an
implied covenant of good faith and fair dealing; and
(i) such Pledgor's chief executive office and chief place of
business is located at either 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 or 0000 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000.
5. Covenants. Each Pledgor covenants and agrees with the
Trustees and the Secured Parties that, from and after the date of this Agreement
until this Agreement is terminated and the security interests created hereby are
released:
(a) If such Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any option or rights,
whether in addition to, in substitution of, as a conversion of, or in exchange
for any of Collateral owned by it, or otherwise in respect thereof, such Pledgor
shall accept the same as the agent of the Trustees and the Secured Parties, hold
the same (to the extent they are evidenced by a certificated security or other
instrument) in trust for the Trustees and the Secured Parties and deliver the
same (to the extent so evidenced) forthwith to the Corporate Trustee in the
exact form received, duly indorsed by such Pledgor to the Corporate Trustee, if
required, to be held by the Corporate Trustee, subject to the terms hereof, as
additional collateral security for the Secured Obligations. Any sums paid upon
or in respect of the Collateral upon the liquidation or dissolution of the
Issuer shall be paid over to the Corporate Trustee to be held by it under the
Trust Agreement as additional collateral security for the Secured Obligations,
and in case any distribution of capital shall be made on or in respect of the
Collateral or any property shall be distributed upon or with respect to the
Collateral pursuant to the recapitalization or reclassification of the capital
of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall be delivered to the Corporate Trustee to be held by it under
the Trust Agreement as additional collateral security for the Secured
Obligations. If any sums of money or property so paid or distributed in respect
of the Collateral shall be received by either Pledgor, such Pledgor shall, until
such money or property is paid or delivered to the Corporate Trustee, hold such
money or property in trust for the Secured Parties, segregated from other funds
of such Pledgor, as additional collateral security for the Secured Obligations.
(b) Without the prior written consent of the Corporate
Trustee, such Pledgor will not (i) consent to, vote in favor of or otherwise
permit any amendment to the Partnership Agreement that would violate the
provisions of any Secured Instrument, (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Collateral, (iii)
vote to enable, or take any action to permit, any Issuer to issue any
partnership interests or other Capital Stock (as defined in any Secured
Instrument) or (iv) create, incur or permit to exist any Lien on any of the
Collateral, except for the security interest created by this Agreement.
(c) Such Pledgor shall maintain the security interest created
by this Agreement as a first priority perfected security interest and shall
defend such security interest against claims and demands of all Persons
whomsoever. At any time and from time to time, upon the written request of the
Corporate Trustee, and at the sole expense of such Pledgor, such Pledgor will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Corporate Trustee may reasonably request for
the purposes of obtaining or preserving the full benefits of this Agreement and
of the rights and powers herein granted. If any amount payable under or in
connection with any of the 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 to the Corporate Trustee, duly
endorsed in a manner reasonably satisfactory to the Corporate Trustee, to be
held as Collateral pursuant to this Agreement. Such Pledgor will not change the
location of its chief executive office or change its name, identity or corporate
structure to such an extent that any financing statement filed in connection
with this Agreement would become seriously misleading, unless, in each such
case, it shall have given the Corporate Trustee 30 days prior written notice and
caused to be filed such financing statement amendments, or new financing
statements, as shall be required to continue the perfection and priority of the
Lien on the Collateral created in favor of the Trustees hereunder.
(d) Such Pledgor shall pay, and save the Corporate Trustee and
the Secured Parties 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 which may be payable or determined to be payable with respect to this
Agreement or any of the Collateral.
6. Distributions; Voting Rights. Unless a Notice of
Enforcement shall be in effect and the Corporate Trustee shall have given notice
to the Pledgors of the Corporate Trustee's intent to exercise its corresponding
rights pursuant to Section 7, the Pledgors shall be permitted to receive all
distributions from any Issuer made pursuant to the Partnership Agreement
relating to such Issuer and to exercise all voting and other rights with respect
to the Collateral; provided, however, that no vote will be cast or partnership
right exercised or other action taken which would impair the Collateral or which
would violate any provision of the Trust Agreement or any Secured Instrument.
7. Rights of the Secured Parties and the Corporate Trustee.
(a) All money Proceeds received by the Corporate Trustee hereunder shall be held
by the Corporate Trustee for the benefit of the Secured Parties in the
Collateral Account. All Proceeds while held by the Corporate Trustee in the
Collateral Account (or by the Borrower or a Pledgor in trust for the Corporate
Trustee and the Secured Parties) shall continue to be held as collateral
security for all the Secured Obligations and shall not constitute payment
thereof until applied as provided in paragraph 8(a).
(b) If a Notice of Enforcement shall be in effect and the
Corporate Trustee shall give notice to the Pledgors of its intent to exercise
such rights, then, (i) the Corporate Trustee shall have the right to receive any
and all distributions paid to the Pledgors in respect of the Collateral and make
application thereof to the Secured Obligations in accordance with the Trust
Agreement, and (ii) the Collateral shall be registered in the name of the
Corporate Trustee or its nominee, and the Corporate Trustee or its nominee may
thereafter exercise (A) all voting, partnership and other rights pertaining to
the Collateral and (B) any and all rights of conversion, exchange, subscription
and any other rights, privileges or options pertaining to the Collateral as if
it were the absolute owner thereof, all without liability except to account for
property actually received by it, but the Corporate Trustee shall have no duty
to the Pledgors to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.
8. Remedies. (a) If a Notice of Enforcement shall be in
effect, at any time at the Corporate Trustee's election, the Corporate Trustee
may apply all or any part of Proceeds held in the Collateral Account in payment
of the Secured Obligations in the manner specified by the Trust Agreement.
(b) If a Notice of Enforcement shall be in effect, the
Corporate Trustee, on behalf of the Secured Parties, may exercise, in addition
to all other rights and remedies granted in this 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 Corporate Trustee, 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 the
Pledgors or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby expressly waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the 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 Corporate Trustee or any Secured Party
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 Corporate Trustee or any Secured Party shall
have the right upon any such public sale or sales, and, to the extent permitted
by law and by the Trust Agreement, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby waived or
released. The Corporate Trustee 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 in the manner specified by the Trust
Agreement. To the extent permitted by applicable law, the Pledgors waive all
claims, damages and demands it may acquire against the Corporate Trustee or any
Secured Party arising out of the exercise by them of any rights hereunder. If
any notice of a proposed sale or other disposition of 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. Private Sale. The Pledgors recognize that the Corporate
Trustee may be unable to effect a public sale of any or all the Collateral, 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. The Pledgors acknowledge and agree that any such private sale may
result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agree that any such private sale
shall be deemed to have been made in a commercially reasonable manner. The
Corporate Trustee shall be under no obligation to delay a sale of any of the
Collateral for the period of time necessary to permit any Issuer to register
such securities for public sale under the Securities Act, or under applicable
state securities laws, even if such Issuer would agree to do so. Each Pledgor
further agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of the
Pledged Stock pursuant to this subsection valid and binding and in compliance
with all other applicable Requirements of Law. Each Pledgor further agrees that
a breach of any of the covenants contained in this subsection will cause
irreparable injury to the Trustees and the Secured Parties, that the Trustees
and the Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this subsection
shall be specifically enforceable against such Pledgor, and such 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 Notice of Enforcement
is effective under the Trust Agreement.
10. Irrevocable Authorization and Instruction to Issuer. The
Pledgors hereby authorize and instruct the Issuers to comply with any
instruction received by it from the Corporate Trustee in writing that (a) states
that a Notice of Enforcement is in effect and (b) is otherwise in accordance
with the terms of this Agreement, without any other or further instructions from
the Pledgors, and the Pledgors agree that the Issuer shall be fully protected in
so complying.
11. Corporate Trustee's Appointment as Attorney-in-Fact. (a)
The Pledgors hereby irrevocably constitute and appoint the Corporate Trustee and
any officer or agent of the Corporate Trustee, 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 the Pledgors and in the name of the Pledgors
or in the Corporate Trustee's own name, from time to time in the Corporate
Trustee'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 Agreement, including, without limitation, any financing
statements, endorsements, assignments or other instruments of transfer.
(b) The Pledgors hereby ratify all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
paragraph 11.(a). All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.
12. Duty of Corporate Trustee. The Corporate Trustee's sole
duty with respect to the custody, safekeeping and physical preservation of the
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 Corporate Trustee deals with
similar securities and property for its own account, except that the Corporate
Trustee shall have no obligation to invest funds held in any Collateral Account
and may hold the same as demand deposits. Neither the Trustees, any Secured
Party nor any of their respective directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon any of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Pledgors or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Corporate Trustee
and the Secured Parties hereunder are solely to protect the Corporate Trustee's
and the Secured Parties' interests in the Collateral and shall not impose any
duty upon the Corporate Trustee or any Secured Party to exercise any such
powers. The Corporate Trustee and the Secured Parties shall be accountable only
for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to the Pledgors for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.
13. Execution of Financing Statements. Pursuant to Section
9-402 of the Code, the Pledgors authorize the Trustees to file financing
statements with respect to the Collateral without the signature of the Pledgors
in such form and in such filing offices as the Trustees reasonably determine to
be appropriate to perfect the security interests of the Trustees under this
Agreement; provided, that the Corporate Trustee shall not be required to take
any such action unless directed to do so by a Holder Representative or the
Required Secured Parties. A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.
14. Authority of Corporate Trustee. The Pledgors acknowledge
that the rights and responsibilities of the Trustees under this Agreement with
respect to any action taken by the Trustees or the exercise or non-exercise by
the Trustees of any option, voting right, request, judgment or other right or
remedy provided for herein or resulting or arising out of this Agreement shall,
as between the Trustees and the Secured Parties, be governed by the Trust
Agreement and by such other agreements with respect thereto as may exist from
time to time among the Secured Parties and the Trustees, but, as between the
Trustees and the Pledgors, the Trustees shall be conclusively presumed to be
acting as agent for the Secured Parties with full and valid authority so to act
or refrain from acting, and neither the Pledgors nor the Issuer shall be under
any obligation, or entitlement, to make any inquiry respecting such authority.
15. Notices. All notices, requests and demands to or upon
the Trustees or the Pledgors to be effective shall be in writing (or by fax or
similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made (a) when delivered by hand or (b) if given by mail,
five days after being deposited in the mails by certified mail, return receipt
requested, or (c) if by fax or similar electronic transfer, when received in
legible form addressed to the Trustees, c/o the Corporate Trustee at its address
or transmission number for notices provided in subsection 9.1 of the Trust
Agreement or the Pledgors at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attention: Treasurer, Fax: (000) 000-0000. The Corporate Trustee and the
Pledgors may change their addresses and transmission numbers for notices by
giving notice thereof to the other parties in the manner provided in this Sec-
tion.
16. Severability. Any provision of this 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.
17. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgors and the Corporate Trustee, provided that any provision of this
Agreement may be waived by the Corporate Trustee and the Secured Parties in a
letter or agreement executed by the Corporate Trustee or by facsimile
transmission from the Corporate Trustee.
(b) Neither the Corporate Trustee nor any Secured Party shall
by any act (except by a written instrument pursuant to paragraph 17.(a)), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced 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
Corporate Trustee or any Secured Party, 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
Corporate Trustee or any Secured Party of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Corporate Trustee or such Secured Party would otherwise have on any future
occasion.
(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.
18. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
19. Successors and Assigns. This Agreement shall be binding
upon the successors and assigns of the Pledgors and shall inure to the
benefit of the Trustees and the Secured Parties and their successors and
assigns.
20. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.
21. Approvals. Any provision contained herein to the contrary
notwithstanding, no action shall be taken hereunder by the Trustees with respect
to the Collateral unless and until all applicable requirements of the FCC, if
any, under the Communications Act of 1934, as amended, applicable state laws and
the respective rules and regulations thereunder and thereof, as well as any
other laws, rules and regulations of any other Governmental Authority applicable
to or having jurisdiction over any Pledgor, have in the reasonable judgment of
the Corporate Trustee been fully satisfied to the extent necessary to take such
action and there have been obtained such consents, approvals and authorizations,
as may be required to be obtained from the FCC, applicable state and local
regulatory authorities and municipalities and any other Governmental Authority
under the terms of any franchise, license or similar operating right held by any
Pledgor in order to take such action. It is the intention of the parties hereto
that the pledge in favor of the Trustees of the Collateral, the grant of a
security interest to the Trustees in the Collateral, and all rights and remedies
by the Trustees with respect to the Collateral, shall in all relevant aspects be
subject to and governed by said statutes, rules and regulations and that nothing
in this Agreement shall be construed to diminish the control exercised by any
Pledgor, except in accordance with the provisions of such statutory requirements
and rules and regulations. By its acceptance of this Agreement, the Corporate
Trustee agrees that the Trustees will not take any action pursuant to this
Agreement which constitutes or results in any assignment of a license or
franchise or any change of control over the communications properties owned and
operated by any Pledgor, if such assignment of license or franchise or change of
control would, under then existing law or under any franchise, require the prior
approval of a Governmental Authority, without first obtaining such approval.
Upon the exercise by the Corporate Trustee of any power, right, privilege or
remedy pursuant to this Agreement which requires any consent, approval,
recording, qualification or authorization of any Governmental Authority, each
Pledgor will execute and deliver, or will cause the execution and delivery of,
all applications, certificates, instruments and other documents and papers that
the Corporate Trustee may reasonably require in order for such governmental
consent, approval, recording, qualification or authorization to be obtained.
Each Pledgor agrees to use its best efforts to cause such governmental consents,
approvals, recordings, qualifications and authorizations to be forthcoming.
22. No-Recourse. No claim may be made under this Agreement
against any of the direct or indirect partners of any Pledgor for the payment of
any amounts payable hereunder, it being understood that this Section 22 shall in
no way limit any claims of any Trustee or Secured Party other than under this
Agreement.
23. Submission to Jurisdiction; Waivers. Each Pledgor hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Pledgor at its address set forth under its signature below or at such other
address of which the Trustees shall have been notified pursuant hereto; and
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to xxx in any other jurisdiction.
24. The Trustees. Notwithstanding anything herein to the
contrary, the obligations of the Trustees hereunder are subject to the rights,
privileges and protections of the Trust Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be duly executed and delivered as of the date first above written.
SPRINT SPECTRUM L.P.,
General Partner
By: Sprint Spectrum Holding
Company, L.P.,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
Title: Treasurer
MINORCO, L.P.,
Limited Partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
Title: Treasurer
SCHEDULE 1
To Pledge Agreement
DESCRIPTION OF COLLATERAL
Issuer Partner Type of Percentage
Interest of Profits
WirelessCo, L.P. Sprint Spectrum L.P. General 98.9824095%
WirelessCo, L.P. MinorCo, L.P. Limited 1.0175905%
Sprint Spectrum Equipment Sprint Spectrum L.P. General 99.0%
Company, L.P.
Sprint Spectrum Equipment MinorCo, L.P. Limited 1.0%
Company, L.P.
Sprint Spectrum Realty Sprint Spectrum L.P. General 99.0%
Company, L.P.
Sprint Spectrum Realty MinorCo, L.P. Limited 1.0%
Company, L.P.
EXHIBIT A
To Pledge Agreement
FORM OF
INSTRUCTION TO REGISTER PLEDGE
October , 1996
[WirelessCo, L.P.]
[Sprint Spectrum Equipment Company, L.P.]
[Sprint Spectrum Realty Company, L.P.]
0000 Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Treasurer
Ladies and Gentlemen:
The undersigned, a [general] [limited] partner of [WirelessCo.,
L.P.] [Sprint Spectrum Equipment Company, L.P.] [Sprint Spectrum Realty Company,
L.P.], a Delaware limited partnership (the "Issuer"), hereby instructs the
Issuer to register on the books of the Issuer the pledge of the undersigned's
[general] [limited] partnership interest in favor of the Corporate Trustee
hereinafter referred to pursuant to the Pledge Agreement, dated as of October 2,
1996, made by the undersigned and the other pledgor named therein in favor of
First Union National Bank, as Corporate Trustee, and Xxxxxxx X.
Xxxxxx, as Individual Trustee.
Very truly yours,
[SPRINT SPECTRUM L.P.,
General Partner
By: Sprint Spectrum
Holding Company, L.P.,
its general partner
By:
Title:]
[MINORCO, L.P.,
Limited Partner
By:
Title:]
EXHIBIT B
To Pledge Agreement
FORM OF
INITIAL TRANSACTION STATEMENT
October , 1996
To: First Union National Bank, as Corporate Trustee
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Trust Department
This statement is to advise you that pledges of the
following uncertificated securities issued by the undersigned have been
registered in the name of First Union National Bank, as Corporate Trustee, as
follows:
1. Uncertificated Securities:
The entire [general] [limited] partnership interest of [Sprint
Spectrum L.P.] [MinorCo, L.P.] in the undersigned partnership.
2. Registered Owner:
[Sprint Spectrum L.P.]
[MinorCo, L.P.]
0000 Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
3. Registered Pledgee:
First Union National Bank, as Corporate Trustee
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Taxpayer Identification Number: 00-0000000
4. There are no liens or restrictions of the undersigned part-
nership and no adverse claims to which such uncertificated security
is or may be subject known to the undersigned partnership.
5. The pledge was registered on October , 1996.
Very truly yours,
[WIRELESSCO, L.P.]
[SPRINT SPECTRUM EQUIPMENT
COMPANY, L.P.]
[SPRINT SPECTRUM REALTY COMPANY,
L.P.]
By:Sprint Spectrum L.P.,
its general partner
By:Sprint Spectrum Holding
Company, L.P.,
its general partner
By:______________________________
Title:
cc: [Sprint Spectrum L.P.]
[MinorCo, L.P.]
