EXHIBIT 10.14
SECURITIES PLEDGE AGREEMENT
THIS AGREEMENT made as of September 18, 1997 by and between TELETRAC
HOLDINGS, INC., a Delaware corporation (the "PLEDGOR"); and FLEET NATIONAL BANK,
as agent (in such capacity as agent, together with its successors and assigns in
such capacity, the "AGENT") for the benefit of the financial institutions and
other Persons which are or which become Lenders under, and as defined in, the
Credit Agreement referred to below and any Affiliates of such Lenders with whom
the Borrower (as defined below) shall maintain any Rate Hedging Obligations
(collectively with the Lenders, the "SECURED PARTIES").
RECITALS
A. The Pledgor is the owner of 100% of the issued and outstanding shares
of capital stock of Teletrac, Inc. a Delaware corporation (the "BORROWER").
B. The Borrower, the Lenders, the Agent, as Documentation Agent for the
Lenders, and Banque Paribas, as Administrative Agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT") are entering into a Credit Agreement of
even date herewith (as the same may be amended, restated, renewed, replaced,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
pursuant to which the Lenders are extending credit to the Borrower. In
addition, the Borrower, from time to time, may be obligated to one or more of
the Lenders or any Affiliates of such Lenders in respect of Rate Hedging
Obligations. Capitalized terms used herein without definition have the meanings
assigned to them in the Credit Agreement.
C. The Borrower's obligations to the Agent and the Lenders under the
Credit Agreement are guaranteed by the Pledgor pursuant to the Unlimited
Guaranty of Pledgor in favor of the Agent, for the benefit of the Lenders dated
as of the date hereof (as the same may be amended, restated, renewed, replaced,
supplemented or otherwise modified from time to time, the "GUARANTY").
D. It is a condition to such Secured Parties' willingness to enter into
the Credit Agreement and provide to the Borrower the financing contemplated
thereby and to extend credit to the Borrower that would constitute Rate Hedging
Obligations that the Pledgor shall have pledged to the Secured Parties and the
Agent, for the benefit of the Secured Parties, all of the issued and outstanding
capital stock of the Borrower standing in its name.
E. The Pledgor will benefit materially from the extension of credit to the
Borrower contemplated by the Credit Agreement and, as a material inducement to
the Secured Parties to enter into the Credit Agreement and to extend credit to
the Borrower as contemplated thereby and in respect of Rate Hedging Obligations,
wishes hereby to pledge to the Agent and the Secured Parties all of the capital
stock of the Borrower standing in its name.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties hereby agree as follows:
SECTION 1. PLEDGE.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Pledgor hereby delivers, pledges, grants security
interests in and assigns to the Agent and each of the Secured Parties the
securities, shares of capital stock, warrants and options of the Borrower
standing in the Pledgor's name as more particularly described on EXHIBIT A
attached hereto and all proceeds thereof (all in suitable form for transfer by
delivery or accompanied by duly executed instruments of transfer or assignments
in blank, and any required transfer tax stamps) as collateral security for (i)
the performance of all the covenants and obligations of the Pledgor under the
Guaranty; (ii) the due and punctual payment and performance of all obligations
of the Borrower under the Credit Agreement; (iii) the due and punctual payment
of the Notes, as defined in the Credit Agreement and issued pursuant thereto, to
any of the Secured Parties, including, without limitation, all interest payable
on the Notes at the interest rates provided therein and in the Credit Agreement,
regardless of the extent allowed as a claim in any proceeding in respect of the
bankruptcy, reorganization or insolvency of any Borrower (a "REORGANIZATION");
(iv) the due and punctual payment of the Borrower's notes or instruments as may
hereafter from time to time be issued in addition to, in place of or in
amendment of the Notes under the Credit Agreement, including, without
limitation, all interest payable on such notes or instruments at the interest
rates provided therein, regardless of the extent allowed as a claim in any
Reorganization; (v) the payment and performance of all indebtedness, liabilities
and obligations of the Borrower and the Pledgor under the other Security
Documents contemplated by the Credit Agreement; (vi) the payment and performance
of all obligations, indebtedness and liabilities of the Borrower's affiliates to
any of the Agent, the Administrative Agent or the Secured Parties under the
other Security Documents contemplated by the Credit Agreement; (vii) the
performance of all of the obligations of the Borrower to the Agent, the
Administrative Agent and the Secured Parties contained in any of the Loan
Documents, including without limitations all rate hedging obligations entered
into with any of the Secured Parties; and (viii) the payment of all other future
advances and other obligations of the Borrower to any of the Secured Parties,
including without limitation any future loans and advances made to the Borrower
by any of the Secured Parties prior to, during or following any Reorganization,
and any and all other indebtedness, liabilities and obligations of the Borrower
to any of the Secured Parties, the Agent or the Administrative Agent of every
kind and description, direct, indirect or contingent, now or hereafter existing,
due or to become due (all of the foregoing hereinafter called the
"OBLIGATIONS").
In the case of certificated securities, the Pledgor shall promptly pledge
and deposit hereunder with the Agent, any certificates, stock, securities,
warrants, options or other rights to acquire shares of the capital stock of the
Borrower acquired by the Pledgor in addition to the securities referred to on
EXHIBIT A attached hereto, whether by (i) new purchase or (ii) new issuance or
by declaration of a dividend or distribution with respect to, or a split of, or
conversion of, any securities now or hereafter held in pledge (all in suitable
form for transfer by delivery or accompanied by (a) duly executed instruments of
transfer or assignments in blank, and (b) any required transfer tax stamps).
Such certificates, stock, equity securities, warrants, options, voting or other
rights and all proceeds thereof shall stand pledged and assigned as collateral
security for the Obligations in the same manner as the property described in the
first paragraph hereof and this paragraph. Nothing contained in this SECTION 1
shall be deemed to permit any issuances of debt or equity securities, exercise
of rights, distributions, payments or other actions not otherwise
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expressly permitted by the Credit Agreement. (All of the property described in
the first paragraph hereof and this paragraph is hereinafter collectively called
the "PLEDGED SECURITIES".)
SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR.
The Pledgor hereby represents, warrants and covenants as follows:
(a) Except for the security interest and pledge hereunder and
any security interest and pledge permitted under the Credit Agreement,
(i) the Pledgor is the sole legal and beneficial owner of the Pledged
Securities and holds the Pledged Securities free and clear of any
lien, security interest, encumbrance or restriction on transfer, (ii)
there are no restrictions upon the voting rights of any of the Pledged
Securities (other than as may be imposed by any federal, state or
local governmental authorities), (iii) the Pledged Securities are duly
and validly issued, fully paid and non-assessable and (iv) the Pledgor
has the right to pledge said securities to the Agent hereunder free of
any encumbrances.
(b) The Pledgor shall promptly pay any and all taxes,
assessments and governmental charges upon the Pledged Securities
pledged by the Pledgor hereunder when due other than those contested
in good faith by appropriate proceedings for which adequate funds for
the payment thereof shall have been set aside.
(c) The Pledgor shall not sell or otherwise assign, transfer or
dispose of the Pledged Securities or any interest therein during such
time as they shall be pledged to the Secured Parties as contemplated
hereby.
(d) The Pledgor shall keep the Pledged Securities free from any
lien, security interest or encumbrance and shall take such actions
reasonably necessary to protect such Pledged Securities against all
claims and demands of all persons at any time claiming any interest
therein.
(e) The Pledged Securities are duly and validly issued, fully
paid and nonassessable and each certificate or instrument evidencing
the Pledged Securities is issued in the name of the Pledgor as
described on EXHIBIT A.
(f) The Pledged Securities represent, and the Pledgor is the
legal and beneficial holder of, all of the issued and outstanding
shares of capital stock of the Borrower.
(g) SCHEDULE A accurately and completely lists the Pledgor's
correct legal name and principal address and amount of shares of the
Borrower's capital stock held in its name.
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(h) The Pledgor (a) is a corporation duly formed, validly
existing and in good standing under the laws of its state of
organization or formation, (b) has the power and authority to own its
properties and to carry on its business as now being conducted and as
presently contemplated, and (c) has the power and authority to execute
and deliver, and perform its obligations under, this Agreement.
(i) The execution and delivery of, and performance by the
Pledgor of its obligations under, this Agreement, have been duly
authorized by all requisite corporate action and will not violate any
provisions of law, any order, judgment or decree of any court or other
agency of government, including, without limitation, the FCC, or any
indenture, agreement or other instrument to which the Pledgor is a
party or by which the Pledgor is bound, or constitute (with due notice
or lapse of time or both) a default under, or except as may be
permitted under this Agreement, result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any
of the property or assets of the Pledgor pursuant to, any such
indenture, agreement or instrument.
(j) This Agreement and the other agreements and instruments
relating hereto constitute the valid and binding obligations of the
Pledgor, enforceable against it in accordance with its terms, subject,
however, to bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the rights and remedies of creditors generally
or the application of principles of equity, whether in any action in
law or proceeding in equity, and subject to the availability of the
remedy of specific performance or any other equitable remedy or relief
to enforce any right under any such agreement.
SECTION 3. RIGHT TO RECEIVE DISTRIBUTIONS ON PLEDGED SECURITIES.
(a) Unless and until an Event of Default (as defined in SECTION
5) has occurred and is continuing and the Agent, at the Secured Parties'
direction, shall have notified the Pledgor in writing of its election to
exercise the Agent's rights under this SECTION 3, the Pledgor shall be entitled
to receive and retain for its own use any and all dividends, interest and other
payments and distributions made upon or with respect to the Pledged Securities
(subject to any restrictions thereon set forth in the Credit Agreement or any
other Loan Document referred to therein), except
(i) stock dividends or distributions;
(ii) dividends payable in securities or other property (except
cash dividends or distributions);
(iii) dividends or distributions on dissolution or on partial
or total liquidation or in connection with a reduction of capital,
capital surplus or paid-in surplus; and
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(iv) any other securities issued with respect to or in lieu of
the Pledged Securities in any manner whatsoever (whether upon
conversion of any convertible securities included therein or through a
split, spin-off, split-off, reclassification, merger, consolidation,
sale of assets, combination of securities or otherwise).
All of the foregoing, together with all new, substituted or additional shares of
capital stock, warrants, options, notes or other rights, or other securities
issued in addition to or in respect of all or any of the Pledged Securities
shall be delivered to the Agent hereunder as required by SECTION 1, to be held
as collateral pursuant to the terms hereof in the same manner as the Pledged
Securities delivered to the Agent on the date hereof. The Pledgor shall have
the right to receive and retain all dividends, distributions, principal,
interest and other payments made upon or with respect to the Pledged Securities,
except those which the Agent is specifically authorized to receive as provided
above, and the Agent at the Secured Parties' direction shall take all such
action as may be necessary or appropriate to give effect to such right. From
time to time upon receiving a written request from the Pledgor accompanied by a
certificate signed by the Pledgor stating that no Event of Default has occurred
and is continuing, the Agent shall deliver to the Pledgor suitable assignments
and orders for the payment to the Pledgor or upon its order of all dividends,
distributions, principal, interest and other payments to which the Pledgor is
entitled as aforesaid, upon or with respect to any Pledged Securities which are
registered or standing in the name of the Agent. Nothing in this SECTION 3
shall be deemed to prohibit any issuance of debt or equity securities, exercise
of rights, distributions, payments or other actions not otherwise expressly
prohibited by the Credit Agreement.
(b) Notwithstanding any provision herein to the contrary, if any Event of
Default shall have occurred and be continuing, upon the giving of the written
notice referred to in subsection (a) above, then and whether or not any holder
of the Obligations exercises any available option to declare such Obligations
due and payable or seeks or pursues any other relief or remedy available to such
holder under this Agreement or any instrument or agreement evidencing or
securing any Obligations, all dividends, distributions, or interest or principal
payments, as the case may be, on the Pledged Securities shall be paid directly
to the Agent on behalf of the Secured Parties, and retained by it as part of the
Pledged Securities, subject to the terms of this Agreement, and, if the Agent
shall so request in writing, the Pledgor agrees to execute and deliver to the
Agent appropriate additional distribution and other orders and documents to that
end.
SECTION 4. RIGHT TO VOTE PLEDGED SECURITIES.
(a) Unless and until an Event of Default has occurred and is
continuing, and the Agent at the Secured Parties' direction shall have notified
the Pledgor in writing of its election to exercise the Agent's rights under this
SECTION 4, subject to SECTION 20 and applicalbe law, the Pledgor shall have the
right, from time to time, to vote and to give consents, ratifications and
waivers with respect to the Pledged Securities and to exercise conversion rights
with respect to any convertible securities included therein; PROVIDED, HOWEVER,
that no vote shall be cast, and no consent shall be given or shareholder action
taken, which would have the effect of impairing the position or interest of the
Agent and the Secured Parties with respect to the Pledged Securities or which
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would authorize or effect any action then prohibited by the Credit Agreement or
any other Transaction Document referred to therein. Subject to SECTION 20 and
applicable law, the Pledgor further agrees to: (a) to the extent consistent
with the rules, regulations and policies of the Federal Communications
Commission ("FCC") and other Federal, state or local authorities, vote its
capital stock or partnership interests in the Borrower at all times in such
manner as may be necessary or appropriate to cause the Borrower to comply in
full with the Transaction Documents; (b) take no action to obstruct, impede or
infringe upon the Agent's and the Lenders' enforcement of their rights, benefits
and remedies under the Transaction Documents; or (c) otherwise cooperate fully
with the Agent and the Secured Parties in taking any action which any of them
may reasonably request in order to cause the Agent and the Secured Parties to
obtain and enjoy the full rights and benefits granted to them under the
Transaction Documents. Subject to SECTION 20 and applicable law, the Agent
shall, upon receiving a written request from the Pledgor, deliver to the Pledgor
or as specified in such request such proxies, powers of attorney, consents,
ratifications and waivers in respect of any Pledged Securities which are
registered in the Agent's name, and make such arrangements with respect to the
conversion of convertible securities as shall be specified in the Pledgor's
request.
(b) Notwithstanding any provision herein to the contrary, except SECTION
20, if any Event of Default shall have occurred and be continuing, upon the
giving of the written notice referred to in subsection (a) above, then and
whether or not any holder of the Obligations exercises any available option to
declare such Obligations due and payable or seeks or pursues any other relief or
remedy available to such holder under this Agreement or any instrument or
agreement evidencing or securing any Obligations, the Agent, or its nominee,
shall forthwith, without further action on the part of any person, have the sole
and exclusive right (subject to SECTION 20 and to the extent permitted by law)
to exercise all voting and other powers of ownership pertaining to the Pledged
Securities and shall exercise such powers in such manner as the Agent, at the
Secured Parties' direction, shall determine to be necessary, appropriate or
advisable. The Pledgor hereby agrees to execute and deliver to the Agent such
additional powers, authorizations, proxies, dividends and such other documents
as the Agent may reasonably request to secure to the Agent the rights, powers
and authority intended to be conferred upon the Agent by this subsection (b).
SECTION 5. EVENTS OF DEFAULT.
The Pledgor shall be in default under this Agreement upon the occurrence of
any "Event of Default" under and as defined in the Credit Agreement (hereinafter
referred to as an "EVENT OF DEFAULT").
SECTION 6. REMEDIES UPON EVENT OF DEFAULT.
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(a) Subject to SECTION 20, if any Event of Default shall occur, the Agent
on behalf of the Secured Parties may exercise all the rights and remedies of a
secured party under the Uniform Commercial Code. Without limitation of the
foregoing, unless the Obligations shall have been paid in full in cash, the
Agent at the Secured Parties' direction, may, in the Secured Parties' sole
discretion, without further demand, advertisement or notice, except as expressly
provided for in subsection (i) below, apply the cash, if any, then held by it as
collateral hereunder, for the purposes and in the manner provided in SECTION 7,
and, if there shall be no such cash or the cash so applied shall be insufficient
to make payment in full of all payments provided in SECTION 7,
(i) Subject to SECTION 20 and applicable law, including, without
limitation, Federal and State securities laws, sell the Pledged Securities,
or any part thereof, in one or more sales, at a public or private sale,
conducted by any officer or agent of the Agent, at a place of business of
the Agent or elsewhere, for cash, upon credit or future delivery, and at
such price or prices as the Agent shall determine, and, to the extent
permitted by law, the Agent or any Secured Party may be the purchaser of
any or all of the Pledged Securities so sold. Upon any such sale, the
Agent shall have the right subject to SECTION 20, to deliver, assign and
transfer to the purchaser thereof the Pledged Securities so sold. Each
purchaser (including the Agent or any Secured Party) at any such sale shall
hold the Pledged Securities so sold, absolutely free from any claim or
right of whatsoever kind, including, without limitation, any equity or
right of redemption of the Pledgor which the Pledgor, to the extent it may
lawfully do so, hereby specifically waives. The Agent shall give the
Pledgor at least thirty (30) days' advance written notice of any such
public or private sale. The Agent shall not be obligated to make any sale
pursuant to any such notice. The Agent may, without notice or publication,
adjourn any public or private sale from time to time by announcement at the
time and place fixed for such sale, or any adjournment thereof, and any
such sale may be made at any time or place to which the same may be so
adjourned without further notice or publication. In case of any sale of
all or any part of the Pledged Securities for credit or for future
delivery, the Pledged Securities so sold may be retained by the Agent until
the selling price is paid by the purchaser thereof, but the Agent shall not
incur any liability in case of the failure of such purchaser to pay for the
Pledged Securities so sold, and in case of any such failure, such Pledged
Securities may again be sold under and pursuant to the provisions hereof;
or
(ii) Proceed by a suit or suits at law or in equity to foreclose upon
this Agreement and, subject to SECTION 20 and any other applicable laws,
including, without limitation, Federal and State securities laws, sell the
Pledged Securities, or any portion thereof, under a judgment or decree of a
court or courts of competent jurisdiction.
(b) If at any time when the Agent at the Secured Parties' direction shall
determine to exercise its right to sell all or any part of the Pledged
Securities pursuant to subsection (a)(i) of this Section, such Pledged
Securities or the part thereof to be sold shall not, for any reason
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whatsoever, be effectively registered under the Securities Act of 1933, as from
time to time in effect (the "SECURITIES ACT") or the securities laws of any
state, the Agent, at the Secured Parties' direction, in their sole and absolute
discretion, is hereby expressly authorized to sell such Pledged Securities or
such part thereof by private sale in such manner and under such circumstances as
the Agent and the Secured Parties may reasonably determine in order that such
sale may be effected legally without such registration. The Agent and the
Secured Parties shall sell all or any part of the Pledged Securities at a price
which is commercially reasonable under the circumstances, in their sole and
absolute discretion.
(c) Subject to SECTION 20 and applicable law, the Agent as attorney-in-
fact pursuant to SECTION 8 may, in the name and stead of the Pledgor, make and
execute all conveyances, assignments and transfers of the Pledged Securities
sold in accordance with this Agreement. The Pledgor shall, if so requested by
the Agent, ratify and confirm any sale or sales by executing and delivering to
the Agent, or to such purchaser or purchasers, all such instruments as may, in
the judgment of the Agent, be advisable for such purpose.
(d) The receipt of the Agent of the purchase money paid at any such
sale made by it shall be a sufficient discharge therefor to any purchaser (other
than the Agent) of the Pledged Securities, or any portion thereof, sold as
aforesaid; and no such purchaser (or his or its representatives or assigns)
(other than the Agent), after paying such purchase money and receiving such
receipt, shall be bound to see to the application of such purchase money or any
part thereof or in any manner whatsoever be answerable for any loss,
misapplication or nonapplication of any such purchase money, or any part
thereof, or be bound to inquire as to the authorization, necessity, expediency
or regularity of any such sale.
(e) The Agent and the Secured Parties shall incur no liability as a
result of the sale of the Pledged Securities, or any part thereof; at any
private sale pursuant to SECTION 6. The Pledgor hereby waives any claims
against the Agent or any of the Secured Parties arising by reason of the fact
that the price at which the Pledged Securities may have been sold at such
private sale was less than the price that might have been obtained at a public
sale or was less than the aggregate amount of the Secured Obligations, even if
the Agent accepts the first offer received and does not offer the Pledged
Securities to more than one offeree, so long as the terms of the sale were
commercially reasonable.
SECTION 7. APPLICATION OF PROCEEDS.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Securities shall be applied by the Agent, without any marshaling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such sale,
including, without limitation, reasonable legal fees, and all other expenses,
liabilities and advances incurred or made by the Agent or the Secured Parties in
connection therewith (including, without limitation, costs and expenses incurred
in connection with any bankruptcy, reorganization or insolvency proceeding);
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(b) second, to the payment of the Obligations in such order as the Secured
Parties, in their sole discretion, shall determine, until payment in full
thereof; and
(c) finally, to the Pledgor, its successors and assigns, or to whomsoever
may be lawfully entitled to receive the same.
SECTION 8. THE AGENT APPOINTED ATTORNEY-IN-FACT.
Subject to SECTION 20 and applicable law, the Pledgor hereby appoints the
Agent as the Pledgor's lawful attorney, with full power of substitution, in the
name of the Pledgor, for the sole use and benefit of the Agent on behalf of the
Secured Parties, but at the Pledgor's expense to take any action and execute any
instruments which the Agent may deem necessary or advisable to accomplish the
purposes hereof during the existence of any Event of Default. Such appointment
as attorney is irrevocable and coupled with an interest.
SECTION 9. RECORD OWNERSHIP OF PLEDGED SECURITIES.
Upon the occurrence of an Event of Default that is continuing and subject
to SECTION 20 and the requirements of mandatory law, the Agent may cause, upon
receipt of written notification by the Pledgor, any or all of the Pledged
Securities to be transferred of record into the Agent's name. The Pledgor
shall, upon request, promptly give to the Agent copies of any notices or other
communications received by the Pledgor with respect to the Pledged Securities
registered in the name of Pledgor.
SECTION 10. PERFECTION.
PRIOR TO OR CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE PLEDGOR SHALL (I) DELIVER THE CERTIFICATES REPRESENTING THE PLEDGED
SECURITIES, IF ANY, HEREUNDER TO THE AGENT, OR REGISTER THE SAME FOR PURPOSES OF
ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE; AND (II) EXECUTE SUCH FINANCING
STATEMENTS AND OTHER DOCUMENTS IN SUCH OFFICES AT THE AGENT MAY REASONABLY
REQUEST TO PERFECT THE SECURITY INTEREST GRANTED BY THE PLEDGOR PURSUANT TO
SECTION 1 OF THIS AGREEMENT AND WILL PERMIT THE SAME TO BE FILED BY THE AGENT.
SECTION 11. NO WAIVER.
No failure on the part of the Agent or the Secured Parties to exercise, and
no delay on the part of the Agent or the Secured Parties in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise by the Agent or the Secured Parties of any right,
power or remedy hereunder preclude any other or further right, power or remedy.
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SECTION 12. SURVIVAL OF OBLIGATIONS; TERMINATION OF PLEDGE.
This Agreement and the warranties, representations, agreements and
covenants contained herein and in any certificates or instruments delivered
pursuant hereto shall survive the making of the Loans and the execution and
delivery of the Notes, regardless of any investigation made by the Agent or the
Secured Parties or any person on behalf of the Agent or the Secured Parties, and
shall continue for so long as any of the Obligations shall remain outstanding or
any of the Secured Parties shall have any obligation to advance funds to the
Borrower. Upon the repayment and performance in full of all the Obligations and
the expiration or termination of any obligations of the Secured Parties to
advance funds to the Borrower pursuant to the Credit Agreement, the Agent shall
forthwith assign, transfer and deliver to the Pledgor or its assignees, without
representation, warranty or recourse (except as to no prior transfer), against
appropriate receipts, all the Pledged Securities, if any, then held by it in
pledge hereunder and all duly executed instruments of transfer or assignments in
blank relating thereto and any other property held by the Agent pursuant to this
Agreement free and clear of the lien of this Agreement and the liens of the
other Loan Documents, except that such liens shall be reinstated with respect to
any payment made or received by the Secured Parties in respect of the
Obligations that is subsequently voided as a fraudulent conveyance, preference
or otherwise.
SECTION 13. CONSENT TO JURISDICTION.
THE PLEDGOR, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE
JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR
THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS
OBLIGATIONS ARISING HEREUNDER OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE,
INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH
COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, THE PLEDGOR
CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR U.S. CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE PLEDGOR AT THE
ADDRESS PROVIDED HEREIN. TO THE EXTENT THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PLEDGOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
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SECTION 14. WAIVER OF JURY TRIAL.
THE PLEDGOR HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER AGREEMENTS
EXECUTED IN CONNECTION HEREWITH.
SECTION 15. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the Pledgor, the Agent and each of the Secured
Parties, and any subsequent holder of any of the Obligations.
SECTION 16. ADDITIONAL INSTRUMENTS AND ASSURANCE.
The Pledgor hereby agrees, at the Pledgor's own expense, (i) to execute and
deliver, from time to time, any and all further, or other, instruments, and to
perform such acts, as shall be reasonably required to effect the purposes of
this Agreement to secure to the Agent and the Secured Parties, and to all
persons who may from time to time be the holder of any of the Obligations in
accordance with the Credit Agreement, the benefits of all right, authorities and
remedies conferred upon Agent and the Secured Parties by the terms of this
Agreement, and (ii) to otherwise cooperate fully with the Agent and the Secured
Parties to obtain and enjoy their full rights and benefits under the Loan
Documents, including, without limitation, using its best efforts to assist the
Agent in obtaining the approval of the FCC or any state municipality or other
governmental authority for any action or transaction contemplated by any of the
Loan Documents which is then required under applicable law.
SECTION 17. NOTICES.
All notices, requests, demands and other communications provided for
hereunder shall be in writing (including telecopied communication) and mailed or
telecopied or delivered to the applicable party at the addresses indicated
below.
If to the Agent or the Secured Parties:
Fleet National Bank
One Federal Street
Mail Stop: MAOFD03D
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000/6
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with a copy (which shall not constitute notice) to:
Xxxxxxxxx X. Xxxxxxx, Esq.
Xxxxxxx & Xxxxxx
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy No: (6l7) 439-4170
If to the Pledgor:
Teletrac Holdings, Inc.
0000 Xxxxx - Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxx Xxxxxxxxx, Esq.
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
or, as to each party, at such other address as shall be designated by such
parties in a written notice to the other parties complying as to delivery with
the terms of this Section. All such notices, requests, demands and other
communication shall be deemed given upon receipt by the party to whom such
notice is directed.
SECTION 18. SEVERABILITY.
In case any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been included.
SECTION 19. CUMULATIVE REMEDIES.
The rights, powers and remedies provided herein in favor of the Agent and
the Secured Parties shall not be deemed exclusive, but shall be cumulative, and
shall be in addition to all other rights and remedies in favor of the Agent and
the Secured Parties existing at law or in equity, including (without limitation)
all of the rights, powers and remedies available to a secured party under any
law or regulation.
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SECTION 20. FCC AND MUNICIPAL APPROVALS.
The Agent's and the Securities Parties' rights under this Agreement are
subject to all applicable rules and regulations of the Federal Communications
Commission ("FCC"). Notwithstanding anything to the contrary contained herein,
neither the Agent nor any of the Secured Parties will take any action pursuant
to this Agreement which would constitute or result in any assignment of any FCC
license or any other governmental license, permit or franchise, or any change of
control of the Pledgor or any FCC license or any other governmental license,
permit or franchise, whether DE FACTO or DE JURE, if such assignment of license,
permit or franchise or change of control would require the prior approval of the
FCC under the Communications Act of 1934, as amended (including the written
rules and regulations promulgated by the FCC). The Pledgor agrees to take any
action, at the Pledgor's sole cost and expense, which the Agent may request in
order to obtain and enjoy to the fullest possible extent the rights and benefits
granted to the Agent and the Secured Parties by this Agreement and the other
Loan Documents in connection herewith or in any document evidencing or securing
the Pledged Securities, including specifically, at the Pledgor's own cost and
expense, the use of its best efforts to assist in obtaining approval of the FCC
or any other agency or government for any action or transaction contemplated by,
and consistent with the terms of, this Agreement which is then required by law,
and specifically, without limitation, upon request to prepare, sign and file (or
cause to be filed) with the FCC or any other agency or government the assignor's
or transferor's portion of any application or applications for consent to the
assignment of any license or franchise or any change of control necessary or
appropriate under the FCC's or any agency or government's rules or regulations
for approval of (a) the assignment of any FCC License or transfer of control
thereof, (b) any sale or sales of property constituting the Pledged Securities
by any of the Secured Parties or the Agent on behalf of the Secured Parties, or
(c) any assumption by any of the Secured Parties or the Agent on behalf of the
Secured Parties of voting rights or management rights in property constituting
the Pledged Securities effected in accordance with the terms of this Agreement.
Furthermore, notwithstanding anything to the contrary contained in this
Agreement, the Agent and the Secured Parties agree that (aa) voting rights in
the Pledged Securities shall remain with the Pledgor even upon an Event of
Default unless all required prior approvals of the FCC to the transfer of such
voting rights shall have been obtained, (bb) upon an Event of Default, and only
if so permitted by this Agreement, the Agent or the Secured Parties may dispose
of the Pledged Securities, but only by private or public sale or other means
acceptable to the FCC, and (cc) prior to the exercise of stockholder rights by a
purchaser at such sale, all necessary FCC consents with respect to such sale
shall be timely obtained.
SECTION 21. GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED EXECUTED AS A SEALED INSTRUMENT AND SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
AS A CONTRACT TO BE EXECUTED AND PERFORMED WITHIN THE STATE OF NEW YORK.
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SECTION 22. HEADINGS.
The headings of the Sections of this Agreement have been inserted for
convenience of reference only and shall in no way affect the construction or
interpretation of this Agreement.
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SECTION 23. PAYMENT OF EXPENSES.
In the event this Agreement shall be enforced by suit or otherwise, the
Pledgor will reimburse the Agent and the holder or holders of the Obligations,
upon demand, for all expenses incurred in connection therewith, including
without limitation, reasonable attorneys' fees (including, without limitation,
all such costs, charges and expenses incurred by the Agent or any of the Secured
Parties in connection with any Reorganization).
SECTION 24. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same Agreement.
SECTION 25. AGENT.
The parties hereto, and any Person not a party hereto for whose benefit the
Agent holds the Pledged Securities hereunder, acknowledge that the Agent has
been requested to act as agent for the Secured Parties hereunder pursuant to the
terms of the Credit Agreement, and that the Agent, to the extent it may so act
hereunder, shall exercise all of the rights and remedies hereunder on behalf of,
and as agent for the benefit of, the Secured Parties and each of them. Without
limiting the generality of the foregoing, the Agent is authorized to execute and
deliver, from time to time, on behalf of the Secured Parties, any and all
amendments and modifications to this Agreement and any and all waivers to any
conditions herein or any Event of Default hereunder.
SECTION 26. INCONSISTENCIES. Any inconsistencies between the provisions
of this Agreement and the Credit Agreement shall be governed by reference to the
provisions of the Credit Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the parties hereto by their duly authorized representatives all as of the day
and year first above written.
PLEDGOR:
TELETRAC HOLDINGS, INC.
By:__________________________
Xxxx Xxxx, Vice President of
Finance and Corporate Development
AGENT:
FLEET NATIONAL BANK
By:__________________________
Xxxxxxxxxxx X. Xxxxxxxx,
Vice President
Media & Communications Group
EXHIBIT A
PLEDGED SECURITIES
NAME AND ADDRESS
OF PLEDGOR NO. AND TYPE OF SHARES OWNED
Teletrac, Inc. 1,000 shares Common Stock,
0000 Xxxxx Xxxxxx, Xxxxx 0000 par value $.01 of Teletrac
Xxxxxx Xxxx, Xxxxxxxx 00000 License, Inc.
