EXHIBIT 10.25
Execution Copy
PLEDGE AGREEMENT dated as of February 14, 2001,
among Alamosa (Delaware), Inc., a Delaware corporation
("Alamosa Delaware"), Alamosa Holdings, LLC, a Delaware
limited liability company (the "Borrower"), each
Subsidiary of Alamosa Delaware listed on Schedule I
hereto (each such Subsidiary individually a "Subsidiary
Pledgor" and collectively, the "Subsidiary Pledgors"; the
Borrower, Alamosa Delaware and the Subsidiary Pledgors
are referred to collectively herein as the "Pledgors")
and Citicorp USA, Inc., a New York banking corporation
("Citicorp"), as collateral agent (in such capacity, the
"Collateral Agent") for the Secured Parties (as defined
in the Credit Agreement referred to below).
Reference is made to (a) the Credit Agreement dated as of February
14, 2001 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among Alamosa Holdings, Inc. ("Superholdings"),
Alamosa Delaware, the Borrower the lenders from time to time party thereto
(the "Lenders"), Export Development Corporation, as Co-Documentation Agent,
First Union National Bank, as Documentation Agent, Toronto Dominion
(Texas), Inc., as Syndication Agent and Citicorp, as administrative agent
for the Lenders, Collateral Agent and issuing bank (in such capacity, the
"Issuing Bank"), (b) the Guarantee Agreement dated as of February 14, 2001
(as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement"), among Superholdings, APCS, Alamosa Delaware, the
Subsidiary Pledgors and the Collateral Agent.
The Lenders have agreed to make Loans to the Borrower and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in,
the Credit Agreement. Superholdings, APCS, Alamosa Delaware and the
Subsidiary Guarantors (as defined in the Security Agreement), have agreed
to guarantee, among other things, all the obligations of the Borrower under
the Credit Agreement. The obligations of the Lenders to make Loans and of
the Issuing Bank to issue Letters of Credit are conditioned upon, among
other things, the execution and delivery by the Pledgors of a Pledge
Agreement in the form hereof to secure (a) the due and punctual payment by
the Borrower of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the
Borrower under the Credit Agreement in respect of any Letter of Credit,
when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral
and (iii) all other monetary obligations, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the
Borrower to the Secured Parties under the Credit Agreement or the other
Loan Documents, (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrower under or pursuant
to the Credit Agreement or the other Loan Documents, (c) the due and
punctual payment and performance of all covenants, agreements, obligations
and liabilities of Superholdings, APCS, Alamosa Delaware and each
Subsidiary Pledgor under or pursuant to this Agreement or the other Loan
Documents, including the guarantee obligations of Loan Parties other than
the Borrower under the Guarantee Agreement and (d) the due and punctual
payment and performance of all obligations of the Loan Parties under each
Hedging Agreement entered into with any counterparty that was a Lender (or
an Affiliate of a Lender) at the time such Hedging Agreement was entered
into in accordance with Section 5.14 of the Credit Agreement (or on the
Effective Date, in the case of any such Hedging Agreement existing on such
date) (all the monetary and other obligations referred to in the preceding
clauses (a) through (d) being referred to collectively as the
"Obligations"). Capitalized terms used herein and not defined herein shall
have meanings assigned to such terms in the Credit Agreement.
Accordingly, the Pledgors and the Collateral Agent, on behalf of
itself and each Secured Party (and each of their respective successors or
assigns), hereby agree as follows:
SECTION 1. Pledge. As security for the payment and performance, as
the case may be, in full of the Obligations, each Pledgor hereby transfers,
grants, bargains, sells, conveys, hypothecates, pledges, sets over and
delivers unto the Collateral Agent, its successors and assigns, and hereby
grants to the Collateral Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, a security interest in all of the Pledgor's
right, title and interest in, to and under (a) the shares of Capital Stock
owned by it and listed on Schedule II hereto and any shares of Capital
Stock of the Borrower or any Subsidiary obtained in the future by the
Pledgor and the certificates representing all such shares (the "Pledged
Stock"); provided, however, that the Pledged Stock shall not include more
than 65% of the issued and outstanding shares of stock of any Foreign
Subsidiary; (b)(i) the debt securities listed opposite the name of the
Pledgor on Schedule II hereto, (ii) any debt securities, instruments or
obligations in the future issued to the Pledgor and (iii) the promissory
notes and any other instruments evidencing such debt securities (the
"Pledged Debt Securities"); (c) all other securities and instruments that
may be delivered to and held by the Collateral Agent pursuant to the terms
hereof; (d) subject to Section 5, all payments of principal or interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed, in respect of, in exchange for or upon
the conversion of the securities and instruments referred to in clauses (a)
and (b) above; (e) subject to Section 5, all rights and privileges of the
Pledgor with respect to the securities and other property referred to in
clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the
foregoing (the items referred to in clauses (a) through (f) above being
collectively referred to as the "Collateral"); provided further, that (i)
the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral and
(ii) the WOW Obligations shall be secured only by the WOW Collateral (it
being understood that the Xxxxxxx Collateral and the WOW Collateral shall
also secure all General Obligations) and provided further that any
Collateral that is neither Xxxxxxx Collateral nor WOW Collateral shall only
secure the General Obligations. Upon delivery to the Collateral Agent, (a)
any stock certificates, notes or other securities now or hereafter included
in the Collateral (the "Pledged Securities") shall be accompanied by stock
powers duly executed in blank or other instruments of transfer satisfactory
to the Collateral Agent and by such other instruments and documents as the
Collateral Agent may reasonably request and (b) all other property
comprising part of the Collateral shall be accompanied by proper
instruments of assignment duly executed by the applicable Pledgor and such
other instruments or documents as the Collateral Agent may reasonably
request. Each delivery of Pledged Securities shall be accompanied by a
schedule describing the securities theretofore and then being pledged
hereunder, which schedule shall be attached hereto as Schedule II and made
a part hereof. Each schedule so delivered shall supersede any prior
schedules so delivered. For the purposes of this Agreement:
"General Obligations" means all Obligations other than Xxxxxxx
Obligations and WOW Obligations;
"Xxxxxxx" means Xxxxxxx Wireless Communications, L.L.C., a Missouri
limited liability company;
"Xxxxxxx Collateral" means that portion of the Collateral that was,
immediately prior to the Effective Date, subject to a Lien created pursuant
to the Xxxxxxx Security Documents or that would, on or after the Effective
Date, have been collateral subject to a Lien created pursuant to the
Xxxxxxx Security Documents in accordance with the provisions thereof
(including with respect to after acquired property), as if the Xxxxxxx
Security Documents had remained in effect on and after the Effective Date,
but shall not in any event include any property or assets other than (i)
Equity Interests in Xxxxxxx and (ii) property and assets owned by Xxxxxxx
and its subsidiaries;
"Xxxxxxx Credit Agreement" means the Credit Agreement dated as of
September 8, 1999, among Xxxxxxx, certain lenders party thereto, State
Street Bank and Trust Company, as collateral agent, and Lucent Technologies
Inc., as administrative agent, as amended and in effect immediately prior
to the Effective Date;
"Xxxxxxx Obligations" means Obligations consisting of (i) the
Borrower's obligation to pay (x) the principal amount of Xxxxxxx Term Loans
as evidenced by the account entries kept by the Administrative Agent,
pursuant to Section 2.08 of the Credit Agreement and (y) interest
(including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such a proceeding), fees, indemnities, cost
reimbursements and similar amounts directly attributable to the principal
amounts of Xxxxxxx Term Loans and (ii) each other Loan Party's obligations
under the Guarantee Agreement in respect of its guarantee of the
obligations referred to in clause (i) above;
"Xxxxxxx Security Documents" means collectively, (i) the Security
Agreement dated as of September 8, 1999, among Xxxxxxx, Xxxxxxx Wireless
Properties, L.L.C., and State Street Bank and Trust Company, as collateral
agent, (ii) the Pledge Agreement dated as of September 8, 1999, between
Xxxxxxx and State Street Bank and Trust Company, as collateral agent, (iii)
the Pledge Agreement dated as of September 8, 1999, among Xxxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx and State Street Bank and Trust Company, as
collateral agent, and (iv) the Collateral Assignment of Leases dated as of
August 31, 1999, between Xxxxxxx and State Street Bank and Trust Company,
as collateral agent, together in each case with all documents, financing
statements, filings, recordations, instruments and agreements executed,
delivered, filed or recorded pursuant to or in connection with any of the
foregoing, in each case as amended, supplemented and in effect immediately
prior to the Effective Date;
"Xxxxxxx Term Loans" means $20,000,000 principal amount of Term Loans
as evidenced by the account entries kept by the Administrative Agent,
pursuant to Section 2.08 of the Credit Agreement made on the Effective Date
the proceeds of which(together with the proceeds of other Loans) were
utilized to repay outstanding Indebtedness under the Xxxxxxx Credit
Agreement;
"WOW" means Washington Oregon Wireless, LLC, an Oregon limited
liability company;
"WOW Collateral" means that portion of the Collateral that was,
immediately prior to the Effective Date, subject to a Lien created pursuant
to WOW Security Documents or that would, on or after the Effective Date,
have been collateral subject to a Lien created pursuant to the WOW Security
Documents in accordance with the provisions thereof (including with respect
to after acquired property), assuming the WOW Security Documents had
remained in effect on and after the Effective Date, but shall not in any
event include any property or assets other than (i) Equity Interests in WOW
and (ii) property and assets owned by WOW and its subsidiaries;
"WOW Credit Agreement" means the Credit Agreement dated as of April
12, 2000, among WOW, the lender or lenders party thereto, and CoBank, ACB,
as administrative agent, as amended and in effect immediately prior to the
Effective Date;
"WOW Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of WOW Term Loans as evidenced
by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement and (y) interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in
such a proceeding), fees, indemnities, cost reimbursements and similar
amounts directly attributable to the principal amounts of WOW Term Loans
and (ii) each other Loan Party's obligations under the Guarantee Agreement
in respect of its guarantee of the obligations referred to in clause (i)
above;
"WOW Security Documents" means collectively, (i) the Security
Agreement dated as of April 12, 2000, made by WOW in favor of CoBank, ACB,
as administrative agent, (ii) the Collateral Assignment of Sprint
Agreements dated as of April 12, 2000, between WOW and CoBank, ACB, as
administrative agent, (iii) the Collateral Assignment of Sales Agreement
dated as of April 12, 2000, between WOW and CoBank, ACB, as administrative
agent, (iv) the several Membership Interests Pledge Agreements, each dated
as of April 12, 2000, between CoBank, ACB, as administrative agent, and the
several owners of the Equity Interest in WOW and (v) the Collateral
Assignments and Mortgages of Leases and Licenses, each dated as of April
12, 2000, between WOW and CoBank, ACB, as administrative agent, together in
each case with all documents, financing statements, filings, recordations,
instruments and agreements executed, delivered, filed or recorded pursuant
to or in connection with any of the foregoing, in each case as amended,
supplemented and in effect immediately prior to the Effective Date; and
"WOW Term Loans" means $10,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant
to Section 2.08 of the Credit Agreement made on the Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized
to repay outstanding Indebtedness under the WOW Credit Agreement.
TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, forever; subject, however, to the
terms, covenants and conditions hereinafter set forth.
SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees
promptly to deliver or cause to be delivered to the Collateral Agent any
and all Pledged Securities, and any and all certificates or other
instruments or documents representing the Collateral.
(b) Each Pledgor will cause any Indebtedness for borrowed money owed
to the Pledgor by any person that is evidenced by a duly executed
promissory note to be pledged and delivered to the Collateral Agent
pursuant to the terms thereof.
SECTION 3. Representations, Warranties and Covenants. Each Pledgor
hereby represents, warrants and covenants, as to itself and the Collateral
pledged by it hereunder, to and with the Collateral Agent that:
(a) as of the Effective Date, the Pledged Stock represents that
percentage as set forth on Schedule II of the issued and outstanding
shares of each class of the Capital Stock of the issuer with respect
thereto;
(b) except for the security interest granted hereunder, the
Pledgor (i) is and will at all times continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on
Schedule II, (ii) holds the same free and clear of all Liens, (iii)
will make no assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other Lien on,
the Collateral, other than pursuant hereto, and (iv) subject to
Section 5, will cause any and all Collateral, whether for value paid
by the Pledgor or otherwise, to be forthwith deposited with the
Collateral Agent and pledged or assigned hereunder subject to release
in accordance with the terms hereof;
(c) the Pledgor (i) has the power and authority to pledge the
Collateral in the manner hereby done or contemplated and (ii) will
defend its title or interest thereto or therein against any and all
Liens (other than the Lien created by this Agreement), however
arising, of all persons whomsoever;
(d) no consent of any other person (including stockholders or
creditors of any Pledgor) and no consent or approval of any
Governmental Authority or any securities exchange was or is necessary
to the validity of the pledge effected hereby;
(e) by virtue of the execution and delivery by the Pledgors of
this Agreement, when the Pledged Securities, certificates or other
documents representing or evidencing the Collateral are delivered to
the Collateral Agent in accordance with this Agreement, the
Collateral Agent will obtain a valid and perfected first lien upon
and security interest in such Pledged Securities as security for the
payment and performance of the Obligations;
(f) the pledge effected hereby is effective to vest in the
Collateral Agent, on behalf of the Secured Parties, the rights of the
Collateral Agent in the Collateral as set forth herein;
(g) all of the Pledged Stock has been duly authorized and
validly issued and is fully paid and nonassessable;
(h) all information set forth herein relating to the Pledged
Stock is accurate and complete in all material respects as of the
date hereof; and
(i) the pledge of the Pledged Stock pursuant to this Agreement
does not violate Regulation T, U or X of the Federal Reserve Board or
any successor thereto as of the date hereof.
SECTION 4. Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Parties, shall have the right
(in its sole and absolute discretion) to hold the Pledged Securities in its
own name as pledgee, the name of its nominee (as pledgee) or the name of
the Pledgors, endorsed or assigned in blank or in favor of the Collateral
Agent. Each Pledgor will promptly give to the Collateral Agent copies of
any notices or other communications received by it with respect to Pledged
Securities registered in the name of such Pledgor. The Collateral Agent
shall at all times have the right to exchange the certificates representing
Pledged Securities for certificates of smaller or larger denominations for
any purpose consistent with this Agreement.
SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
until an Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all
voting and/or other consensual rights and powers inuring to an owner
of Pledged Securities or any part thereof for any purpose consistent
with the terms of this Agreement, the Credit Agreement and the other
Loan Documents; provided, however, that such Pledgor will not be
entitled to exercise any such right if the result thereof could
materially and adversely affect the rights inuring to a holder of the
Pledged Securities or the rights and remedies of any of the Secured
Parties under this Agreement or the Credit Agreement or any other
Loan Document or the ability of the Secured Parties to exercise the
same.
(ii) The Collateral Agent shall execute and deliver to each
Pledgor, or cause to be executed and delivered to each Pledgor, all
such proxies, powers of attorney and other instruments as such
Pledgor may reasonably request for the purpose of enabling such
Pledgor to exercise the voting and/or consensual rights and powers it
is entitled to exercise pursuant to subparagraph (i) above and to
receive the cash dividends it is entitled to receive pursuant to
subparagraph (iii) below.
(iii) Each Pledgor shall be entitled to receive and retain any
and all cash dividends, interest and principal paid on the Pledged
Securities to the extent and only to the extent that such cash
dividends, interest and principal are not prohibited by, and
otherwise paid in accordance with, the terms and conditions of the
Credit Agreement, the other Loan Documents and applicable laws. All
noncash dividends, interest and principal, and all dividends,
interest and principal paid or payable in cash or otherwise in
connection with a partial or total liquidation or dissolution, return
of capital, capital surplus or paid-in surplus, and all other
distributions (other than distributions referred to in the preceding
sentence) made on or in respect of the Pledged Securities, whether
paid or payable in cash or otherwise, whether resulting from a
subdivision, combination or reclassification of the outstanding
capital stock of the issuer of any Pledged Securities or received in
exchange for Pledged Securities or any part thereof, or in redemption
thereof, or as a result of any merger, consolidation, acquisition or
other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Collateral, and, if
received by any Pledgor, shall not be commingled by such Pledgor with
any of its other funds or property but shall be held separate and
apart therefrom, shall be held in trust for the benefit of the
Collateral Agent and shall be forthwith delivered to the Collateral
Agent in the same form as so received (with any necessary
endorsement).
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, interest or principal that
such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above
shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and
authority to receive and retain such dividends, interest or principal. All
dividends, interest or principal received by the Pledgor contrary to the
provisions of this Section 5 shall be held in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon
demand in the same form as so received (with any necessary endorsement).
Any and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this paragraph (b) shall be
retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 7. After all Events of
Default have been cured or waived, the Collateral Agent shall, within five
Business Days after all such Events of Default have been cured or waived,
repay to each Pledgor all cash dividends, interest or principal (without
interest), that such Pledgor would otherwise be permitted to retain
pursuant to the terms of paragraph (a)(iii) above and which remain in such
account.
(c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i)
of this Section 5, and the obligations of the Collateral Agent under
paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole
and exclusive right and authority to exercise such voting and consensual
rights and powers, provided that, unless otherwise directed by the Required
Lenders, the Collateral Agent shall have the right from time to time
following and during the continuance of an Event of Default to permit the
Pledgors to exercise such rights. After all Events of Default have been
cured or waived, such Pledgor will have the right to exercise the voting
and consensual rights and powers that it would otherwise be entitled to
exercise pursuant to the terms of paragraph (a)(i) above.
SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and
legal requirements, the Collateral Agent may sell the Collateral, or any
part thereof, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate; provided that any and all Xxxxxxx
Collateral and WOW Collateral must first be applied to repay the Xxxxxxx
Obligation and WOW Obligation, respectively, and only thereafter may be
used to repay amounts outstanding under the remainder of the Obligations.
The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of any Pledgor, and, to the extent
permitted by applicable law, the Pledgors hereby waive all rights of
redemption, stay, valuation and appraisal any Pledgor now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted.
The Collateral Agent shall give a Pledgor 10 days' prior written
notice (which each Pledgor agrees is reasonable notice within the meaning
of Section 9-504(3) of the Uniform Commercial Code as in effect in the
State of New York or its equivalent in other jurisdictions) of the
Collateral Agent's intention to make any sale of such Pledgor's Collateral.
Such notice, in the case of a public sale, shall state the time and place
for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale
is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale
shall be held at such time or times within ordinary business hours and at
such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof,
to be sold may be sold in one lot as an entirety or in separate parcels, as
the Collateral Agent may (in its sole and absolute discretion) determine.
The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral
Agent may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at
the time and place fixed for sale, and such sale may, without further
notice, be made at the time and place to which the same was so adjourned.
In case any sale of all or any part of the Collateral is made on credit or
for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid in full by the purchaser or
purchasers thereof, but the Collateral Agent shall not incur any liability
in case any such purchaser or purchasers shall fail to take up and pay for
the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice. At any public (or, to the extent
permitted by applicable law, private) sale made pursuant to this Section 6,
any Secured Party may bid for or purchase, free from any right of
redemption, stay or appraisal on the part of any Pledgor (all said rights
being also hereby waived and released), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim
then due and payable to it from such Pledgor as a credit against the
purchase price, and it may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to such
Pledgor therefor. For purposes hereof, (a) a written agreement to purchase
the Collateral or any portion thereof shall be treated as a sale thereof,
(b) the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and (c) such Pledgor shall not be entitled to the return of
the Collateral or any portion thereof subject to such agreement,
notwithstanding the fact that after the Collateral Agent shall have entered
into such an agreement all Events of Default shall have been remedied and
the Obligations paid in full. As an alternative to exercising the power of
sale herein conferred upon it, the Collateral Agent may proceed by a suit
or suits at law or in equity to foreclose upon the Collateral and to sell
the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this
Section 6 shall be deemed to conform to the commercially reasonable
standards as provided in Section 9-504(3) of the Uniform Commercial Code as
in effect in the State of New York or its equivalent in other
jurisdictions.
SECTION 7. Application of Proceeds of Sale. (a) The proceeds of any
sale of Collateral pursuant to Section 6, as well as any Collateral
consisting of cash, shall be applied by the Collateral Agent as follows:
FIRST, to the payment of all costs and expenses incurred by the
Collateral Agent in connection with such sale or otherwise in
connection with this Agreement, any other Loan Document or any of the
Obligations, including all court costs and the reasonable fees and
expenses of its agents and legal counsel, the repayment of all
advances made by the Collateral Agent hereunder or under any other
Loan Document on behalf of any Pledgor and any other costs or
expenses incurred in connection with the exercise of any right or
remedy hereunder or under any other Loan Document;
SECOND, to the payment in full of the Obligations (the amounts
so applied to be distributed among the Secured Parties pro rata in
accordance with the amounts of the Obligations owed to them on the
date of any such distribution); and
THIRD, to the Pledgors, their successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
(b) Notwithstanding any contrary provision of paragraph (a) of this
Section, (i) proceeds of Collateral and cash Collateral other than the
Xxxxxxx Collateral and the WOW Collateral shall not be applied to the
payment of Xxxxxxx Obligations or WOW Obligations, (ii) proceeds of WOW
Collateral and cash WOW Collateral shall not be applied to the payment of
Xxxxxxx Obligations and shall be applied to the payment of WOW Obligations,
until the WOW Obligations have been paid in full, prior to being applied to
payment of the General Obligations and (iii) proceeds of Xxxxxxx Collateral
and cash Xxxxxxx Collateral shall not be applied to the payment of WOW
Obligations and shall be applied to the payment of the Xxxxxxx Obligations,
until the Xxxxxxx Obligations have been paid in full, prior to being
applied to payment of the General Obligations.
(c) The Collateral Agent shall have absolute discretion as to the
time of application of any such proceeds, moneys or balances in accordance
with this Agreement. Upon any sale of the Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the purchase money by the Collateral
Agent or of the officer making the sale shall be a sufficient discharge to
the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of
the purchase money paid over to the Collateral Agent or such officer or be
answerable in any way for the misapplication thereof.
SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees
to pay upon demand to the Collateral Agent the amount of any and all
reasonable expenses, including the reasonable fees, other charges and
disbursements of its counsel and of any experts or agents, that the
Collateral Agent may incur in connection with (i) the administration of
this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Collateral, (iii)
the exercise or enforcement of any of the rights of the Collateral Agent
hereunder or (iv) the failure by such Pledgor to perform or observe any of
the provisions hereof.
(b) Without limitation of its indemnification obligations under the
other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent
and the Indemnitees (as defined in Section 9.03 of the Credit Agreement)
against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable
counsel fees, other charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a
result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations
thereunder or the consummation of the Transactions and the other
transactions contemplated thereby or (ii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or
not any Indemnitee is a party thereto, provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court
of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.
(c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The
provisions of this Section 8 shall remain operative and in full force and
effect regardless of the termination of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the
Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document or any investigation made by or
on behalf of the Collateral Agent or any other Secured Party. All amounts
due under this Section 8 shall be payable on written demand therefor and
shall bear interest at the rate specified in Section 2.12 of the Credit
Agreement.
SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor
for the purpose of carrying out the provisions of this Agreement and taking
any action and executing any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, the Collateral Agent shall have the right,
upon the occurrence and during the continuance of an Event of Default, with
full power of substitution either in the Collateral Agent's name or in the
name of such Pledgor, to ask for, demand, xxx for, collect, receive and
give acquittance for any and all moneys due or to become due under and by
virtue of any Collateral, to endorse checks, drafts, orders and other
instruments for the payment of money payable to the Pledgor representing
any interest or dividend or other distribution payable in respect of the
Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prosecute or defend any
action, claim or proceeding with respect thereto, and to sell, assign,
endorse, pledge, transfer and to make any agreement respecting, or
otherwise deal with, the same; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Collateral
Agent to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent, or to present
or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in
respect thereof or any property covered thereby. The Collateral Agent and
the other Secured Parties shall be accountable only for amounts actually
received as a result of the exercise of the powers granted to them herein,
and neither they nor their officers, directors, employees or agents shall
be responsible to any Pledgor for any act or failure to act hereunder,
except for their own gross negligence or wilful misconduct.
SECTION 10. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the other Secured Parties under the other
Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provisions of
this Agreement or consent to any departure by any Pledgor therefrom shall
in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand
on any Pledgor in any case shall entitle such Pledgor to any other or
further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into
between the Collateral Agent and the Pledgor or Pledgors with respect to
which such waiver, amendment or modification is to apply, subject to any
consent required in accordance with Section 9.02 of the Credit Agreement.
SECTION 11. Securities Act, etc. In view of the position of the
Pledgors in relation to the Pledged Securities, or because of other current
or future circumstances, a question may arise under the Securities Act of
1933, as now or hereafter in effect, or any similar statute hereafter
enacted analogous in purpose or effect (such Act and any such similar
statute as from time to time in effect being called the "Federal Securities
Laws") with respect to any disposition of the Pledged Securities permitted
hereunder. Each Pledgor understands that compliance with the Federal
Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all
or any part of the Pledged Securities, and might also limit the extent to
which or the manner in which any subsequent transferee of any Pledged
Securities could dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Pledged Securities under applicable Blue
Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the
Pledged Securities, limit the purchasers to those who will agree, among
other things, to acquire such Pledged Securities for their own account, for
investment, and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that in light of such restrictions and
limitations, the Collateral Agent, in its sole and absolute discretion, (a)
may proceed to make such a sale whether or not a registration statement for
the purpose of registering such Pledged Securities or part thereof shall
have been filed under the Federal Securities Laws and (b) may approach and
negotiate with a single potential purchaser to effect such sale. Each
Pledgor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a
public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all
or any part of the Pledged Securities at a price that the Collateral Agent,
in its sole and absolute discretion, may in good xxxxx xxxx reasonable
under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a single
purchaser were approached. The provisions of this Section 11 will apply
notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.
SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default hereunder, if
for any reason the Collateral Agent desires to sell any of the Pledged
Securities of the Borrower at a public sale, it will, at any time and from
time to time, upon the written request of the Collateral Agent, use its
best efforts to take or to cause the issuer of such Pledged Securities to
take such action and prepare, distribute and/or file such documents, as are
required or advisable in the reasonable opinion of counsel for the
Collateral Agent to permit the public sale of such Pledged Securities. Each
Pledgor further agrees to indemnify, defend and hold harmless the
Collateral Agent, each other Secured Party, any underwriter and their
respective officers, directors, affiliates and controlling persons from and
against all loss, liability, expenses, costs of counsel (including, without
limitation, reasonable fees and expenses to the Collateral Agent of legal
counsel), and claims (including the costs of investigation) that they may
incur insofar as such loss, liability, expense or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any
prospectus (or any amendment or supplement thereto) or in any notification
or offering circular, or arises out of or is based upon any alleged
omission to state a material fact required to be stated therein or
necessary to make the statements in any thereof not misleading, except
insofar as the same may have been caused by any untrue statement or
omission based upon information furnished in writing to such Pledgor or the
issuer of such Pledged Securities by the Collateral Agent or any other
Secured Party expressly for use therein. Each Pledgor further agrees, upon
such written request referred to above, to use its best efforts to qualify,
file or register, or cause the issuer of such Pledged Securities to
qualify, file or register, any of the Pledged Securities under the Blue Sky
or other securities laws of such states as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all
such qualifications, filings or registrations. Each Pledgor will bear all
costs and expenses of carrying out its obligations under this Section 12.
Each Pledgor acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this Section 12 and that
such failure would not be adequately compensable in damages, and therefore
agrees that its agreements contained in this Section 12 may be specifically
enforced.
SECTION 13. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of
the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Credit Agreement, any
other Loan Document or any other agreement or instrument relating to any of
the foregoing, (c) any exchange, release or nonperfection of any other
collateral, or any release or amendment or waiver of or consent to or
departure from any guaranty, for all or any of the Obligations or (d) any
other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Pledgor in respect of the Obligations or in respect
of this Agreement (other than the indefeasible payment in full of all the
Obligations).
SECTION 14. Termination or Release. (a) This Agreement and the
security interests granted hereby shall terminate when all the Obligations
have been indefeasibly paid in full and the Lenders have no further
commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue
Letters of Credit under the Credit Agreement.
(b) Upon any sale or other transfer by any Pledgor of any Collateral
that is permitted under the Credit Agreement to any person that is not a
Pledgor, or, upon the effectiveness of any written consent to the release
of the security interest granted hereby in any Collateral pursuant to the
Credit Agreement, the security interest in such Collateral shall be
automatically released.
(c) In connection with any termination or release pursuant to
paragraph (a) or (b), the Collateral Agent shall execute and deliver to any
Pledgor, at such Pledgor's expense, all documents that such Pledgor shall
reasonably request to evidence such termination or release. Any execution
and delivery of documents pursuant to this Section 14 shall be without
recourse to or warranty by the Collateral Agent.
SECTION 15. Notices. All communications and notices hereunder shall
be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary
Pledgor shall be given to it in care of the Borrower.
SECTION 16. Further Assurances. Each Pledgor agrees to do such
further acts and things, and to execute and deliver such additional
conveyances, assignments, agreements and instruments, as the Collateral
Agent may at any time reasonably request in connection with the
administration and enforcement of this Agreement or with respect to the
Collateral or any part thereof or in order better to assure and confirm
unto the Collateral Agent its rights and remedies hereunder.
SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever
in this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the successors and assigns of such party; and
all covenants, promises and agreements by or on behalf of any Pledgor that
are contained in this Agreement shall bind and inure to the benefit of its
successors and assigns. This Agreement shall become effective as to any
Pledgor when a counterpart hereof executed on behalf of such Pledgor shall
have been delivered to the Collateral Agent and a counterpart hereof shall
have been executed on behalf of the Collateral Agent, and thereafter shall
be binding upon such Pledgor and the Collateral Agent and their respective
successors and assigns, and shall inure to the benefit of such Pledgor, the
Collateral Agent and the other Secured Parties, and their respective
successors and assigns, except that no Pledgor shall have the right to
assign its rights hereunder or any interest herein or in the Collateral
(and any such attempted assignment shall be void), except as expressly
contemplated by this Agreement or the other Loan Documents. If all of the
capital stock of a Pledgor is sold, transferred or otherwise disposed of to
a person that is not an Affiliate of the Borrower pursuant to a transaction
permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be
released from its obligations under this Agreement without further action.
This Agreement shall be construed as a separate agreement with respect to
each Pledgor and may be amended, modified, supplemented, waived or released
with respect to any Pledgor without the approval of any other Pledgor and
without affecting the obligations of any other Pledgor hereunder
SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and
in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Collateral Agent and
the other Secured Parties and shall survive the making by the Lenders of
the Loans and the issuance of the Letters of Credit by the Issuing Bank,
regardless of any investigation made by the Secured Parties or on their
behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the
Commitments and the LC Commitments have not been terminated.
(b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it
being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 20. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute a single contract, and shall
become effective as provided in Section 17. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of
this Agreement.
SECTION 21. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to
this Agreement. Section headings used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting this
Agreement.
SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that, to the extent permitted
by applicable law, all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement shall affect
any right that the Collateral Agent or any other Secured Party may
otherwise have to bring any action or proceeding relating to this Agreement
or the other Loan Documents against any Pledgor or its properties in the
courts of any jurisdiction.
(b) Each Pledgor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.
SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
SECTION 24. Additional Pledgors. Pursuant to Section 5.12 of the
Credit Agreement, certain Subsidiaries of the Borrower that were not in
existence or not a Subsidiary on the date of the Credit Agreement are
required to enter in this Agreement as a Subsidiary Pledgor upon becoming a
Subsidiary if such Subsidiary owns or possesses property of a type that
would be considered Collateral hereunder. Upon execution and delivery by
the Collateral Agent and a Subsidiary of an instrument in the form of Annex
1, such Subsidiary shall become a Subsidiary Pledgor hereunder with the
same force and effect as if originally named as a Subsidiary Pledgor
herein. The execution and delivery of such instrument shall not require the
consent of any Pledgor hereunder. The rights and obligations of each
Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Subsidiary Pledgor as a party to this Agreement.
SECTION 25. Execution of Financing Statements. Pursuant to Section
9-402 of the Uniform Commercial Code as in effect in the State of New York
or its equivalent in other jurisdictions, each Pledgor authorizes the
Collateral Agent to file financing statements with respect to the
Collateral owned by it without the signature of such Pledgor 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 Agreement. A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.
SECTION 26. Compliance with Laws. Notwithstanding anything herein
which may be construed to the contrary, no action shall be taken by any of
the Collateral Agent and the Secured Parties with respect to the Pledged
Securities (including termination or suspension of voting rights) unless
and until any required approval under the Federal Communications Act of
1934, and any applicable rules and regulations thereunder, requiring the
consent to or approval of such action by the FCC or any governmental or
other authority, have been satisfied, and, to the extent applicable, any
remedial action taken with respect to the Collateral shall be subject to
other applicable laws.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
ALAMOSA (DELAWARE), INC.,
by /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ALAMOSA HOLDINGS, LLC,
by /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
THE SUBSIDIARY PLEDGORS LISTED ON
SCHEDULE I HERETO EXCEPT ALAMOSA
LIMITED, LLC,
by /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Officer
ALAMOSA LIMITED, LLC,
by /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CITICORP USA, INC., as Collateral Agent,
by /s/ J. Xxxxxxx Xxxxxx
-----------------------------
Name: J. Xxxxxxx Xxxxxx
Title: VP & Managing Director
Schedule I to the
Pledge Agreement
SUBSIDIARY PLEDGORS
SUBSIDIARY GUARANTOR ADDRESS
------------------------------------------------------------------------
Texas Telecommunications, LP 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Alamosa Properties, L.P. 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Alamosa Wisconsin Limited Partnership 0000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Alamosa (Wisconsin) Properties, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Alamosa Delaware GP, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Alamosa Wisconsin GP, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Alamosa Finance, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Alamosa Limited, LLC 000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Alamosa PCS, Inc. 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Alamosa Holdings, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xxxxxxx Wireless Communications L.L.C. 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xxxxxxx Wireless Properties L.L.C. 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Washington Oregon Wireless, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Washington Oregon Wireless Properties, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Washington Oregon Wireless Licenses, LLC 0000 X. Xxxx 000
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Schedule II to the
Pledge Agreement
CAPITAL STOCK
------------------------------------------------------------------------------------------
LOAN PARTY PLEDGOR PERCENTAGE NUMBER CERTIFICATE
OF OF SHARES NUMBER
SHARES
-----------------------------------------------------------------------------------------
Texas Telecommunications, LP Alamosa Limited, LLC 99% N/A 1
Alamosa Delaware GP,
LLC 1% 2
Alamosa Properties, L.P. Texas Telecommunications,LP 99% N/A 1
Alamosa Delaware GP, LLC 1% 0
Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx PCS, Inc. 99% N/A 1
Partnership Alamosa Wisconsin GP, LLC 1% 2
Alamosa Delaware GP, LLC Alamosa PCS, Inc. 100% N/A 2
Alamosa Wisconsin GP, LLC Alamosa PCS, Inc. 100% N/A 2
Alamosa Finance, LLC Alamosa PCS, Inc. 100% N/A 1
Alamosa Limited, LLC Alamosa PCS, Inc. 100% N/A 1
Alamosa PCS, Inc. Alamosa Holdings, LLC 100% 100 2
Alamosa Holdings, LLC Alamosa (Delaware), Inc. 100% N/A 1
Xxxxxxx Wireless Communicat Alamosa Holdings LLC 100% N/A 1
L.L.C.
Washington Oregon Wireless, Alamosa Holdings LLC 100% N/A 1
LLC
Alamosa (Wisconsin) Propert Alamosa Wisconsin 100% N/A 1
LLC Limited Partnership
Xxxxxxx Wireless Properties Xxxxxxx Wireless 100% N/A 1
L.L.C. Communications L.L.C.
Washington Oregon Wireless Washington Oregon Wireless, 100% N/A 1
Properties, LLC LLC
Washington Oregon Wireless Washington Oregon Wireless, 100% N/A 1
Licenses, LLC LLC
DEBT SECURITIES
Principal
Issuer Amount Date of Note Maturity Date
------ ---------- ------------- ---------------
Xxxxxxx Wireless $26,600,000 February ___, 2001 N/A
Communications, LLC
Washington Oregon
Wireless
Communications, LLC $11,000,000 February ___, 2001 N/A
