Exhibit 10.6
EXECUTION COPY
PLEDGE AGREEMENT
AGREEMENT dated as of December 18, 2001 among Price Communications
Corporation, a New York corporation ("PRICE PARENT"), Price Communications
Cellular Inc., a Delaware corporation ("PRICE CELLULAR"), Price Communications
Cellular Holdings, Inc., a Delaware corporation ("PRICE SHAREHOLDER"), Price
Communications Wireless, Inc., a Delaware corporation (the "COMPANY" and,
together with Price Parent, Price Cellular and Price Shareholder, the "PRICE
CORPORATIONS"), Cellco Partnership, a Delaware general partnership (with its
successors, "CELLCO"), as Agent (with its successors, the "AGENT"), Verizon
Communications Inc., a Delaware corporation (with its successors, "VCI"), and
Verizon Wireless Inc., a Delaware corporation (with its successors, "VWI").
W I T N E S S E T H :
WHEREAS, the Price Corporations, Cellco and Verizon Wireless of the
East LP, a newly formed Delaware limited partnership ("NEW LP"), are parties to
a Transaction Agreement dated as of December 18, 2001 (the "TRANSACTION
AGREEMENT");
WHEREAS, the Price Corporations, VCI, VWI and New LP are parties to an
Exchange Agreement dated as of December 18, 2001 (the "EXCHANGE AGREEMENT");
WHEREAS, in order to secure the Secured Obligations, the Pledgors have
agreed to grant a continuing security interest in and to the Collateral (as such
terms are defined below);
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. (a) Terms defined in the Transaction Agreement
and not otherwise defined herein have, as used herein, the respective meanings
provided for therein. The following additional terms, as used herein, have the
following respective meanings:
"ANNIVERSARY" means the First Anniversary or the Second Anniversary.
"COLLATERAL" has the meaning assigned to such term in Section 3(a).
"COVERED AGREEMENTS" means the Exchange Agreement, the Lock-up
Agreements, the New LP Agreement and this Agreement.
"DEFAULT" means any failure by any Pledgor to make any payment with
respect to the Secured Obligations after a final judgment with respect thereto
in favor of a Secured Party.
"EXCHANGE" has the meaning assigned to such term in the Exchange
Agreement.
"EXCHANGE CLOSING DATE" has the meaning assigned to such term in the
Exchange Agreement.
"FIRST ANNIVERSARY" means the first anniversary of the Closing.
"PLEDGE TERMINATION DATE" means the date of termination of the Security
Interests pursuant to Section 13(a).
"PLEDGED ELPI" means 13% of the ELP Interest issued to the Company
pursuant to the Transaction Agreement, or such smaller percentage of such ELP
Interest as may result from a termination of certain of the Security Interests
and release of Collateral pursuant to Section 13(b).
"PLEDGED ELPI VALUE" means, on any date, an amount equal to (i) the
percentage of the ELP Interest subject, as of such date, to a perfected first
priority Lien under this Agreement MULTIPLIED BY (ii) the amount of the Company
Capital Account on such date.
"PLEDGED INTERESTS" means (i) from the Closing until the earlier of an
Exchange and the Pledge Termination Date, the Pledged ELPI, and (ii) from an
Exchange until the Pledge Termination Date, the Pledged Shares.
"PLEDGED SHARES" means the shares of VWI Stock or VCI Stock issued upon
an Exchange in exchange for the Pledged ELPI, as the number of such shares may
be reduced as a result of a termination of certain of the Security Interests and
release of Collateral pursuant to Section 13(b).
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"PLEDGED SHARES VALUE" means, on any date, (i) with respect to shares
of VCI Stock, an amount equal to (A) the number of shares of VCI Stock subject,
as of such date, to a perfected first priority Lien under this Agreement
MULTIPLIED BY (B) the price of VCI Stock used for purposes of calculating the
VCI Exchange Amount (as defined in the Exchange Agreement) on the Exchange
Closing Date (subject to appropriate adjustment for stock splits, stock
dividends, subdivisions, combinations, reclassifications or similar events
relating to the VCI Stock after the date of such calculation), and (ii) with
respect to shares of VWI Stock, an amount equal to (A) the number of shares of
VWI Stock subject, as of such date, to a perfected first priority Lien under
this Agreement MULTIPLIED BY (B) the VWI IPO Price (as defined in the Exchange
Agreement)(subject to appropriate adjustment for stock splits, stock dividends,
subdivisions, combinations, reclassifications or similar events occurring after
the date of the VWI IPO).
"PLEDGORS" means the Price Corporations and "PLEDGOR" means any of the
Price Corporations.
"REQUIRED VALUE" means (i) on the First Anniversary, $75,000,000 and
(ii) on the Second Anniversary, $41,300,000.
"SECOND ANNIVERSARY" means the second anniversary of the Closing.
"SECURED OBLIGATIONS" means (i) the indemnity obligations of the
Pledgors pursuant to Section 15.02(a) of the Transaction Agreement and (ii) any
damage, loss, liability or reasonable expense incurred or suffered by any
Secured Party arising out of a breach of any of the obligations of any of the
Pledgors under the Covered Agreements, in each case, whether existing on the
date hereof or arising hereafter.
"SECURED PARTIES" means Cellco, New LP, VCI, VWI and the Agent.
"SECURITY INTERESTS" means the security interests in the Collateral
granted hereunder securing the Secured Obligations.
"THIRD ANNIVERSARY", means the third anniversary of the Closing.
"UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time; PROVIDED that if the perfection or the effect of
perfection or non-perfection or the priority of the Security Interests in any of
the Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than New York, "UCC" means the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection or priority;
PROVIDED FURTHER that all references herein to specific sections or subsections
of the UCC are
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references to such sections or subsections of the Uniform Commercial Code in
effect in the State of New York on the date hereof.
"VCI STOCK" has the meaning assigned to such term in the Exchange
Agreement.
"VWI STOCK" has the meaning assigned to such term in the Exchange
Agreement.
(b) Each of the following terms is defined in the Section set forth
opposite such term:
TERM SECTION
---- -------
Agent Preamble
Company Preamble
Excess Shares 13(b)
Excess ELPI 13(b)
Price Cellular Preamble
Price Parent Preamble
Price Corporations Preamble
Price Shareholder Preamble
VCI Preamble
VWI Preamble
Unless otherwise defined herein or in the Transaction Agreement, or unless the
context otherwise requires, all terms used herein which are defined in the
Uniform Commercial Code as in effect in the State of
New York on the date hereof
shall have the meanings therein stated.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Pledgors represent and
warrant, jointly and severally, to each Secured Party, as follows:
(a) TITLE TO PLEDGED INTERESTS. Each Pledgor, at the time such
Pledgor will pledge any Pledged Interests hereunder, owns all of the
Pledged Interests pledged by it, free and clear of any Liens other than
the Security Interests. None of the Pledged Interests is subject to any
option to purchase or similar rights of any Person. No Pledgor is, or
will become a
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party to or otherwise bound by any agreement, other than this
Agreement, the New LP Agreement and the Lock-up Agreement, which
restricts in any manner the rights of any present or future holder of
any of the Pledged Interests with respect thereto.
(b) VALIDITY, PERFECTION AND PRIORITY OF SECURITY INTERESTS.
Upon filing the appropriate financing statements under the UCC, the
Agent shall have a perfected first priority security interest in and
lien on the Pledged ELPI, and upon the delivery of the certificates
representing the Pledged Shares to the Agent duly endorsed in blank in
accordance with Section 4(b), the Agent shall have a perfected first
priority security interest in and lien on the Pledged Shares, shall
have control of the Pledged Shares for purposes of the UCC within the
meaning of 8-106 of the UCC and shall be a protected purchaser of the
Pledged Shares. Except as set forth in the immediately preceding
sentence, no registration, recordation or filing with any governmental
body, agency or official is required in connection with the execution
or delivery of this Agreement or necessary for the validity or
enforceability hereof or for the perfection or enforcement of the
Security Interests. None of the Pledgors or any of their respective
Subsidiaries has performed or will perform any acts which might prevent
the Agent from enforcing any of the terms and conditions of this
Agreement or which would limit the Agent in any such enforcement.
(c) JURISDICTION OF INCORPORATION. The jurisdiction of
incorporation of each Pledgor is as set forth in the introductory
paragraph of this Agreement.
(d) COMPANY NAMES. The legal name of each Pledgor is as set
forth in the introductory paragraph of this Agreement, and such Pledgor
has not changed its legal name at any time during the 12 months
immediately preceding the date hereof.
(e) PRINCIPAL EXECUTIVE OFFICES. The principal executive
offices of each Pledgor are as set forth in Section 17.01 of the
Transaction Agreement, and except as set forth in Schedule 2(e), such
Pledgor has not changed the location of its principal executive offices
at any time during the five years immediately preceding the date
hereof.
SECTION 3. THE SECURITY INTERESTS. (a) In order to secure the full
and punctual payment and the performance of the Secured Obligations in
accordance with the terms thereof, each Pledgor hereby assigns, pledges and
grants security interests in all of its right, title and interest in the
Pledged Interests pledged by it to the Agent for the benefit of the Secured
Parties, and all of its rights and privileges with respect to such Pledged
Interests, and all income and profits thereon, and all interest, dividends
and other payments and distributions with respect thereto, and
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all proceeds of any of the foregoing, in each case whether now owned or
existing or hereafter arising or acquired (the "COLLATERAL").
(b) The Security Interests are granted as security only and
shall not subject any Secured Party to, or transfer or in any way
affect or modify, any obligation or liability of any Pledgor or any of
its Subsidiaries with respect to any of the Collateral or any
transaction in connection therewith.
SECTION 4. FILINGS AND DELIVERIES. (a) Each Pledgor shall cause
appropriate financing statements (on Form UCC-1 or other appropriate form, in
form and substance satisfactory to the Agent) under the UCC covering the
Collateral to be filed so that at all times from and after the date hereof until
the Pledge Termination Date the Agent has a security interest in the Collateral
which is perfected by the filing of such financing statements.
(b) On the Exchange Closing Date, all certificates representing the
Pledged Shares shall be delivered to the Agent. All certificates representing
Pledged Shares delivered to the Agent by any Pledgor pursuant hereto shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, with signatures appropriately
guaranteed, and accompanied by any required transfer tax stamps, all in form and
substance satisfactory to the Agent.
SECTION 5. FURTHER ASSURANCES. (a) The Pledgors agree, jointly and
severally, that they will, in such manner and form as the Agent may require,
execute, deliver, file and record any financing statement, specific assignment
or other paper and take any other action that may be necessary or desirable, or
that the Agent may reasonably request, in order to create, preserve, perfect or
validate any Security Interest, to grant control of any Collateral to the Agent
for purposes of the UCC within the meaning of 8-106 of the UCC, or to enable the
Agent to exercise and enforce its rights hereunder with respect to any of the
Collateral. To the extent permitted by applicable law, each Pledgor hereby
authorizes the Agent to execute and file, in the name of such Pledgor or
otherwise, UCC financing statements (which may be carbon, photographic,
photostatic or other reproductions of this Agreement or of a financing statement
relating to this Agreement) which the Agent in its sole discretion may deem
necessary or appropriate to further perfect the Security Interests.
(b) Each Pledgor agrees that it will not change its name or
jurisdiction of incorporation unless it shall have given the Agent not less than
30 days' prior notice thereof.
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SECTION 6. RECORD OWNERSHIP OF PLEDGED INTERESTS. The Agent may at any
time or from time to time, in its sole discretion, cause any or all of the
Pledged Interests to be transferred of record into the name of the Agent or its
nominee.
SECTION 7. RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL. The Agent
shall have the right to receive and, during the continuance of any Default, to
retain as Collateral hereunder all dividends, interest and other payments and
distributions made upon or with respect to the Collateral and the Pledgors shall
take all such action as the Agent may deem necessary or appropriate to give
effect to such right. All such dividends, interest and other payments and
distributions which are received by any Pledgor shall be received in trust for
the benefit of the Agent and, if the Agent so directs during the continuance of
a Default, shall be segregated from other funds of such Pledgor and shall,
forthwith upon demand by the Agent during the continuance of a Default, be paid
over to the Agent as Collateral in the same form as received (with any necessary
endorsement). After all Defaults have been cured, the Agent's right to retain
dividends, interest and other payments and distributions under this Section 7
shall cease and the Agent shall pay over to the appropriate Pledgor any such
Collateral retained by it during the continuance of a Default.
SECTION 8. RIGHT TO VOTE PLEDGED INTERESTS. Unless a Default shall have
occurred and be continuing, each Pledgor shall have the right, from time to
time, to vote and to give consents, ratifications and waivers with respect to
its Pledged Interests, and the Agent shall, upon receiving a written request
from such Pledgor accompanied by a certificate signed by its principal financial
officer stating that no Default has occurred and is continuing, deliver to such
Pledgor or as specified in such request such proxies, powers of attorney,
consents, ratifications and waivers in respect of any of its Pledged Interests
which is registered in the name of the Agent or its nominee as shall be
specified in such request and be in form and substance satisfactory to the
Agent.
If a Default shall have occurred and be continuing, the Agent shall
have the right to the extent permitted by law and each Pledgor shall take all
such action as may be necessary or appropriate to give effect to such right, to
vote and to give consents, ratifications and waivers, and take any other action
with respect to any or all of the Pledged Interests with the same force and
effect as if the Agent were the absolute and sole owners thereof.
SECTION 9. GENERAL AUTHORITY; APPOINTMENT OF AGENT. (a) Each Pledgor
hereby irrevocably appoints the Agent its true and lawful attorney, with full
power of substitution, in the name of such Pledgor, the Agent or otherwise, for
the sole use and benefit of the Agent, but at the expense of such Pledgor, to
the extent permitted by law to exercise, at any time and from time to time while
a Default
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has occurred and is continuing, all or any of the following powers with respect
to all or any of the Collateral:
(a) to demand, xxx for, collect, receive and give acquittance
for any and all monies due or to become due upon or by virtue thereof,
(b) to settle, compromise, compound, prosecute or defend any
action or proceeding with respect thereto, and
(c) to sell, transfer, assign or otherwise deal in or with the
same or the proceeds or avails thereof, as fully and effectually as if
the Agent were the absolute owner thereof; PROVIDED that the Agent
shall give the Pledgors not less than ten days' prior notice of the
time and place of any sale or other intended disposition of any of the
Collateral except any Collateral which is perishable or threatens to
decline speedily in value or is of a type customarily sold on a
recognized market. The Agent and each Pledgor agree that such notice
constitutes "reasonable notification" within the meaning of Section
9-504(3) of the UCC.
(b) Each of Cellco, New LP, VCI and VWI irrevocably appoints the Agent
as its agent for all purposes hereof and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Agent by the terms hereof, together with all such powers
as are reasonably incidental thereto.
SECTION 10. REMEDIES UPON DEFAULT. (a) If any Default shall have
occurred and be continuing, the Agent may, at the request and direction of the
Secured Parties, exercise all the rights of a secured party under the UCC
(whether or not in effect in the jurisdiction where such rights are exercised)
and, in addition, the Agent may, without being required to give any notice,
except as herein provided or as may be required by mandatory provisions of law,
(i) apply the cash, if any, then held by it as Collateral as specified in
Section 12 and (ii) if there shall be no such cash or if such cash shall be
insufficient to pay all the Secured Obligations in full, 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, and at such
price or prices as the Agent may deem satisfactory. Any Secured Party may be the
purchaser of any or all of the Collateral so sold at any public sale (or, if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations, at any
private sale). The Agent is authorized, in connection with any such sale, if it
deems it advisable so to do, (A) to restrict the prospective bidders on or
purchasers of any of the Collateral to a limited number of sophisticated
investors who will represent and agree that they are purchasing for their own
account for investment and not with a view to the
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distribution or sale of any of such Collateral, (B) to cause to be placed on
certificates for any or all of the Collateral or on any other securities pledged
hereunder a legend to the effect that such security has not been registered
under the Securities Act of 1933 and may not be disposed of in violation of the
provision of said Act, and (C) to impose such other limitations or conditions in
connection with any such sale as the Agent deems necessary or advisable in order
to comply with said Act or any other law. The Pledgors will execute and deliver
such documents and take such other action as the Agent deems necessary or
advisable in order that any such sale may be made in compliance with law. Upon
any such sale the Agent shall have the right to deliver, assign and transfer to
the purchaser thereof the Collateral so sold. Each purchaser at any such sale
shall hold the Collateral so sold absolutely and free from any claim or right of
whatsoever kind, including any equity or right of redemption of any Pledgor
which may be waived, and each Pledgor, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal which they have
or may have under any law now existing or hereafter adopted. The notice (if any)
of such sale required by Section 9 shall (1) in the case of a public sale, state
the time and place fixed for such sale, (2) in the case of a sale at a broker's
board or on a securities exchange, state the board or exchange at which such
sale is to be made and the day on which the Collateral, or the portion thereof
so being sold, will first be offered for sale at such board or exchange, and (3)
in the case of a private sale, state the day after which such sale may be
consummated. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as the Agent may fix in the
notice of such sale. At any such sale the Collateral may be sold in one lot as
an entirety or in separate parcels, as the Agent may determine. The Agent shall
not be obligated to make any such sale pursuant to any such notice. The 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 the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In the case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral 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 the case of the failure of such
purchaser to take up and pay for the Collateral so sold and, in the case of any
such failure, such Collateral may again be sold upon like notice. The Agent,
instead of exercising the power of sale herein conferred upon it, may proceed by
a suit or suits at law or in equity to foreclose the Security Interests and sell
the Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.
(b) For purposes of this Section 10, a Default shall be deemed to no
longer be continuing to the extent that the Company Capital Account has been
reduced in respect of such Default pursuant to Section 15.04(b) of the
Transaction Agreement or Section 2.04 of the Exchange Agreement.
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SECTION 11. EXPENSES. Each Pledgor agrees that it will forthwith upon
demand pay to the Agent:
(a) the amount of any taxes which the Agent may have been
required to pay by reason of the Security Interests or to free any of
the Collateral from any Lien thereon, and
(b) the amount of any and all reasonable out-of-pocket
expenses, including the reasonable fees and disbursements of counsel
and of any other experts, which the Agent may incur in connection with
the collection, sale or other disposition of any of the Collateral,
including, without limitation, in connection with the enforcement of
this Agreement or any Damages including, without limitation, in
connection with the enforcement of this Agreement.
SECTION 12. APPLICATION OF PROCEEDS. Upon the occurrence and during the
continuance of a Default, the proceeds of any sale of, or other realization
upon, all or any part of the Collateral and any cash held shall be applied by
the Agent in the following order of priorities:
FIRST, to payment of the reasonable expenses of such sale or
other realization, including reasonable compensation to agents and
counsel for the Agent, and all reasonable expenses, liabilities and
advances incurred or made by the Agent in connection therewith;
SECOND, to the ratable payment of the Secured Obligations,
until all Secured Obligations shall have been paid in full; and
FINALLY, to payment to the Pledgors or their successors or
assigns, or as a court of competent jurisdiction may direct, of any
surplus then remaining from such proceeds.
SECTION 13. TERMINATION OF SECURITY INTERESTS; RELEASE OF COLLATERAL.
(a) On the Third Anniversary, the Security Interests shall terminate and all
rights to the Collateral shall revert to the Pledgors; unless on such date
Cellco, New LP, VCI or VWI or any of their Affiliates shall have delivered a
notice to the Pledgors of the assertion of any claim, or the commencement of any
suit, action or proceeding (i) in respect of which indemnity may be sought
pursuant to Section 15.02 of the Transaction Agreement or (ii) which relates to
any breach of any obligation of the Pledgors under any Covered Agreement, in
which case such termination shall occur on the date on which such claim, suit,
action or proceeding shall have been finally adjudicated or dismissed with
prejudice and the Pledgors shall have satisfied all of the Secured Obligations.
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(b) On each of the First Anniversary and the Second Anniversary, (i)
if such Anniversary occurs prior to the Exchange Closing Date, the Security
Interests on a percentage of the ELP Interest (the "EXCESS ELPI") pledged
hereunder on such Anniversary in excess of the percentage of the ELP Interest
required for the Pledged ELPI Value to equal the Required Value shall
automatically terminate, and (ii) if such Anniversary occurs on or after the
Exchange Closing Date, the Security Interests on a number of shares of VCI Stock
or VWI Stock, as the case may be (the "EXCESS SHARES"), pledged hereunder on
such Anniversary in excess of the number of shares of VCI Stock or VWI Stock, as
the case may be, required for the Pledged Shares Value to equal the Required
Value shall automatically terminate; PROVIDED that, in each case, if on or prior
to such Anniversary, Cellco, New LP, VCI, VWI or any of their Affiliates shall
have delivered a notice to the Pledgors of the assertion of any claim, or the
commencement of any suit, action or proceeding (i) in respect of which indemnity
may be sought pursuant to Section 15.02 of the Transaction Agreement or (ii)
which relates to any breach of any obligation of the Pledgors under any Covered
Agreement, (x) the Required Value for purposes of determining the Excess ELPI or
Excess Shares, as the case may be, shall be increased by an amount equal to the
Agent's good faith estimate of the amount which may be subject to such claim,
suit, action or proceeding and (y) the percentage of the ELP Interest or the
shares of VCI Stock or VWI Stock, as the case may be, that would have been
released on such Anniversary but for the preceding clause (x) shall be released
on the date on which such claim, suit, action or proceeding shall have been
finally adjudicated or dismissed with prejudice and the Pledgors shall have
satisfied all their obligations with respect thereto.
(c) Upon any termination of the Security Interests or release of
Collateral pursuant to subsections (a) or (b) or upon termination of the
Transaction Agreement in accordance with its terms, the Agent will execute and
deliver to the Pledgors such documents as the Pledgors shall reasonably request
to evidence such termination or release.
SECTION 14. NOTICES. All notices hereunder shall be given in accordance
with Article 17 of the Transaction Agreement.
SECTION 15. WAIVERS, NON-EXCLUSIVE REMEDIES. No failure on the part of
the Agent to exercise, and no delay in exercising and no course of dealing with
respect to, any right under this Agreement shall operate as a waiver thereof;
nor shall any single or partial exercise by the Agent of any right under the
Transaction Agreement or any of the Covered Agreements preclude any other or
further exercise thereof or the exercise of any other right. The rights in the
Transaction Agreement and the Covered Agreements are cumulative and are not
exclusive of any other remedies provided by law; PROVIDED that all claims for
monetary damages shall be first asserted against the Collateral.
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SECTION 16. SUCCESSORS AND ASSIGNS. This Agreement is binding on and
for the benefit of the Secured Parties and their respective successors and
assigns. This Agreement shall be binding on and for the benefit of the Pledgors
and their successors.
SECTION 17. CHANGES IN WRITING. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only in writing signed by the Pledgors and the Secured Parties.
SECTION 18.
NEW YORK LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of
New York, except as
otherwise required by mandatory provisions of law and except to the extent that
remedies provided by the laws of any jurisdiction other than
New York are
governed by the laws of such jurisdiction.
SECTION 19. SEVERABILITY. If any provision hereof is invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Secured Parties in
order to carry out the intentions of the parties hereto as nearly as may be
possible; and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.
SECTION 20. JOINT AND SEVERAL OBLIGATIONS. The obligations of the
Pledgors under this Agreement shall be joint and several.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
PRICE COMMUNICATIONS
CORPORATION
By: /s/
--------------------------------
Name:
Title:
PRICE COMMUNICATIONS
CELLULAR INC.
By: /s/
--------------------------------
Name:
Title:
PRICE COMMUNICATIONS
CELLULAR HOLDINGS, INC.
By: /s/
--------------------------------
Name:
Title:
PRICE COMMUNICATIONS
WIRELESS
By: /s/
--------------------------------
Name:
Title:
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CELLCO PARTNERSHIP,
individually and as Agent
By: /s/
--------------------------------
Name:
Title:
VERIZON COMMUNICATIONS INC.
By: /s/
--------------------------------
Name:
Title:
VERIZON WIRELESS INC.
By: /s/
--------------------------------
Name:
Title:
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