1
EXHIBIT 4.57
CTC
Loan Xx. X0000
XXXXXX XXXXXXXXX
XXXXX XX XXXXXXXXX )
)
PARISH OF CALCASIEU )
STATE OF GEORGIA )
)
COUNTY OF XXXX )
BEFORE the respective undersigned Notaries Public, and in the presence
of the undersigned respective competent witnesses, personally came and appeared
the parties listed below, who, after being duly sworn, did state:
THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made as of April
20, 1995, by and between CAMERON COMMUNICATIONS CORPORATION, as pledgor (the
"Pledgor"), and COBANK, ACB, as pledgee ("CoBank").
RECITALS:
WHEREAS, the Pledgor owns 96% of the capital stock of Mercury Cellular
Telephone Company ("MCTC"); and
WHEREAS, CoBank and CTC Financial, Inc. (the "Borrower") have entered
into that certain Loan Agreement, dated of even date herewith (as the same may
be amended, supplemented, extended or restated from time to time, the "Loan
Agreement"), providing for a loan of up to $18,000,000 (the "Loan"); and
WHEREAS, the proceeds of the Loan will be reloaned by the Borrower to
MCTC for the purposes set forth in the Loan Agreement; and
WHEREAS, as an inducement to CoBank to execute the Loan Agreement and
to make the Loan, the Pledgor has made that certain Limited Recourse Continuing
Guaranty, dated as of even date herewith (as the same may be amended,
supplemented, extended or restated from time to time, the "CCC Limited Recourse
Guaranty"), for the benefit of CoBank; and
WHEREAS, to secure the Pledgor's obligations to CoBank under the CCC
Limited Recourse Guaranty and the "Obligations" (as therein defined), the
Pledgor has agreed to
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Loan No. T0362
pledge to CoBank the hereinafter defined Pledged Collateral on the terms and
conditions set forth in this Pledge Agreement;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Pledgor and CoBank agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used in this Pledge
Agreement, unless otherwise defined herein, shall have the meanings assigned to
them in the Loan Agreement.
SECTION 2. PLEDGE. To secure the payment or performance of the
Obligations, including, without limitation, the payment of all principal,
interest and other amounts becoming due and payable, whether by acceleration or
otherwise, under the Note and the MCTC Note and the performance by the Pledgor
under the CCC Limited Recourse Guaranty (collectively, including the
Obligations, the "Secured Obligations"), the Pledgor hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto CoBank, and
grants to CoBank a lien upon and a security interest in (a) all now owned or
hereafter acquired capital stock of MCTC; and (b) any cash, additional shares
or securities or other property at any time and from time to time receivable or
otherwise distributable in respect of; in exchange for, or in liquidation of;
any and all such stock, together with the proceeds thereof (all such shares,
capital stock, securities, cash, property and other proceeds thereof;
collectively, the "Pledged Collateral"). Upon delivery to CoBank, (i) any
securities now or hereafter included in the Pledged Collateral (the "Pledged
Securities") shall be accompanied by duly executed stock powers in blank and by
such other instruments or documents as CoBank or its counsel may reasonably
request and (ii) all other property comprising part of the Pledged Collateral
shall be accompanied by proper instruments of assignment duly executed by the
Pledgor and by such other instruments or documents as CoBank or its counsel may
reasonably request. Each delivery of certificates for such Pledged Securities
shall be accompanied by a schedule showing the number of shares and the numbers
of the certificates therefor, theretofore and then being pledged hereunder,
which schedules shall be attached hereto as Schedule 1 and made a part hereof.
Each schedule so delivered shall supersede any prior schedules so delivered.
TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, powers, privileges and preferences pertaining or incidental
thereto, unto CoBank, its successors and assigns, forever, subject, however, to
the terms, covenants and conditions hereinafter set forth.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby
represents and warrants that, except for security interests granted to CoBank,
including the interest herein given, the Pledgor is the legal, equitable and
beneficial owner of the Pledged Collateral, holds the same free and clear of
all liens, charges, encumbrances and security interests of every kind and
nature, and will make no voluntary assignment, pledge, mortgage, hypothecation
or transfer of the Pledged Collateral (except as may be permitted under this
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Pledge Agreement with respect to cash dividends); that the Pledgor has good
right and legal authority to pledge the Pledged Collateral in the manner hereby
done or contemplated and will defend its title thereto against the claims of
all persons whomsoever; that the execution and delivery of this Pledge
Agreement, and the performance of its terms, will not result in any violation
of any provision of the Pledgor's articles of incorporation or bylaws, or
violate or constitute a default under the terms of any agreement, indenture or
other instrument, license, judgment, decree, order, law, statute, ordinance or
other governmental rule or regulation applicable to the Pledgor or any of the
Pledgor's property; that no approval, consent or authorization of any
governmental or regulatory authority which has not heretofore been obtained is
necessary for the execution or delivery by the Pledgor of this Pledge Agreement
or for the performance by the Pledgor of any of the terms or conditions hereof
or thereof; and that this pledge is effective to vest in CoBank the rights of
the Pledgor in the Pledged Collateral as set forth herein.
SECTION 4. STOCK OF MCTC. The Pledgor represents that it is the
registered and beneficial owner of the shares and percentage of the capital
stock of MCTC set forth on Schedule 1 hereto, which stock is owned free and
clear of all liens, warrants, options, rights to purchase, rights of first
refusal and other interests of any person other than CoBank. The outstanding
capital stock of MCTC has been duly authorized and is validly issued, fully
paid and non-assessable.
SECTION 5. ADDITIONAL SHARES OF CAPITAL STOCK; TRANSFER. Without the
prior written consent of CoBank, the Pledgor will not (a) consent to or approve
of the issuance of any additional shares of any class of capital stock by MCTC
or to any options, subscription rights, warrants or other instruments in
respect thereof; (b) consent to or approve of the establishment of any
additional class or classes of capital stock by MCTC or the issuance of any
shares thereunder, (c) consent to or approve of any merger, consolidation,
reorganization or any sale or lease of substantially all the assets of MCTC, or
(d) consent to or approve the repurchase or redemption by MCTC of any of its
capital stock.
SECTION 6. COVENANTS WITH RESPECT TO COLLATERAL. The Pledgor hereby
covenants and agrees with respect to the Pledged Collateral as follows:
(A) The Pledgor will cause any additional securities
issued by MCTC or property issued by MCTC with respect to the Pledged
Collateral, whether for value paid by the Pledgor or otherwise, to be
forthwith deposited and pledged hereunder and delivered to CoBank, in
each case accompanied by proper instruments of assignment duly
executed; and
(B) The Pledgor will defend its title to the Pledged
Collateral against the claims of all persons whomsoever.
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SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.
(A) In the absence of the occurrence of an Event of
Default. In the absence of the occurrence and continuation of an Event
of Default (as hereinafter defined):
(i) The Pledgor shall be entitled to exercise any
and all voting and/or consensual rights and powers accruing to
an owner of the Pledged Securities or any part thereof for any
purpose not inconsistent with the terms of this Pledge
Agreement (including Section 5) or any agreement giving rise
to any of the Obligations; provided, that the Pledgor shall
not exercise, or refrain from exercising, any such right or
power if any such action would have a material adverse effect
on the value of such Pledged Securities or any part thereof;
(ii) Beyond the exercise of reasonable care to
assure the safe custody of the Pledged Collateral while held
hereunder, CoBank shall have no duty or liability to preserve
rights pertaining thereto and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it
or tendering surrender of it to the Pledgor;
(iii) The Pledgor shall not be entitled to retain
cash dividends paid on Pledged Securities without the prior
written consent of CoBank if such payment is in violation of
the limitations on dividends set forth in Section 6(J) of the
MCTC Guaranty. CoBank may require any such cash dividends to
be delivered to CoBank as additional security hereunder or
applied toward the satisfaction of the Secured Obligations;
(iv) Any and all stock and/or liquidating dividends,
other distributions in property, return of capital or other
distributions made on or in respect of Pledged Securities,
whether resulting from an increase or reduction of capital, a
subdivision, combination or reclassification of outstanding
capital stock of any corporation, capital stock of which is
pledged hereunder, or received in exchange for Pledged
Securities or any part thereof or as a result of any merger,
consolidation, acquisition, spin-off, split-off or options,
warrants, or rights, whether as an addition to, or in
substitution or in exchange for, any of the Pledged
Collateral, or otherwise, or dividends or distribution of any
sort, or other exchange of assets or on the liquidation,
whether voluntary or involuntary, of any issuer of the Pledged
Securities, or otherwise, shall be and become part of the
Pledged Collateral pledged hereunder and, if received by the
Pledgor, then the Pledgor shall accept the same as CoBank's
agent, in trust for CoBank, and shall deliver them forthwith
to CoBank in the exact form received with, as applicable, the
Pledgor's
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Loan No. T0362
endorsement when necessary, or appropriate stock powers duly
executed in blank, to be held by CoBank, subject to the terms
hereof; as part of the Pledged Collateral; and
(v) CoBank shall execute and deliver to the
Pledgor, or cause to be executed and delivered to the Pledgor,
as appropriate, all such proxies, powers of attorney, dividend
orders and other instruments as the Pledgor reasonably may
request for the purpose of enabling the Pledgor to exercise
the voting and/or consensual rights and powers which the
Pledgor is entitled to exercise pursuant to paragraph (A)(i)
above and/or to receive any dividends which the Pledgor is
authorized to retain pursuant to paragraph (A)(iii) above.
(B) Upon Default. Upon the occurrence of an Event of
Default, all rights of the Pledgor to exercise the voting and/or
consensual rights and powers which the Pledgor is entitled to exercise
pursuant to paragraph (A)(i) above shall become vested in CoBank upon
one day's prior written notice, which shall have the sole and
exclusive right and authority to exercise such voting and/or
consensual rights and powers which the Pledgor shall otherwise be
entitled to exercise pursuant to paragraph (A)(i) above. Upon the
occurrence of an Event of Default, all dividends shall be delivered to
CoBank as additional security hereunder or applied toward satisfaction
of the Secured Obligations.
SECTION 8. REMEDIES UPON DEFAULT. If an Event of Default shall have
occurred and be continuing, CoBank may sell, assign, transfer, endorse and
deliver the whole or, from time to time, any part of the Pledged Collateral at
public or private sale or on any securities exchange, for cash, upon credit or
for other property, for immediate or future delivery, and for such prices and
on such terms as CoBank in its discretion shall deem appropriate. CoBank shall
be authorized at any 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 Pledged Collateral for their own account in compliance
with the Securities Act of 1933, and upon consummation of any such sale CoBank
shall have the right to assign, transfer, endorse and deliver to the purchaser
or purchasers thereof the Pledged 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 the Pledgor, and the Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal which the
Pledgor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. CoBank shall give the Pledgor ten
(10) days' written notice (which the Pledgor agrees is reasonable notification
within the meaning of Section 9-504(3) of the Uniform Commercial Code as in
effect in the State of Louisiana) of CoBank's intention to make any such public
or private sale or sales on any such securities exchange. Such notice, in case
of public sale, shall state the time and place for such sale, and, in the case
of sale on a securities exchange, shall state the exchange at which such sale
is to be made and the day on which the Pledged Collateral, or portion thereof;
will first be offered for sale at such
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exchange. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as CoBank may fix and shall
state in the notice or publication (if any) of such sale.
At any such sale, the Pledged Collateral, or portion thereof to be
sold, may be sold in one lot as an entirety or in separate portions, as CoBank
in its sole discretion may determine. CoBank shall not be obligated to make any
sale of the Pledged Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of the Pledged Collateral may have been given.
At any public sale made pursuant to this Pledge Agreement, CoBank may bid for
or purchase, free from any right of redemption, stay and/or appraisal on the
part of the Pledgor (all said rights being also hereby waived and released to
the extent permitted by law), any part of or all the Pledged Collateral offered
for sale and may make payment on account thereof by using any claim then due
and payable to CoBank from the Pledgor as a credit against the purchase price,
and CoBank may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to the Pledgor
therefor. For purposes hereof; a written agreement to purchase all or any part
of the Pledged Collateral shall be treated as a sale thereof; to the extent
permitted by law, CoBank shall be free to carry out such sale pursuant to such
agreement and the Pledgor shall not be entitled to the return of any Pledged
Collateral subject thereto, notwithstanding the fact that after CoBank shall
have entered into such an agreement all Events of Default may have been
remedied or the Secured Obligations may have been paid in full. As an
alternative to exercising the power of sale herein conferred upon it, CoBank
may proceed by suit or suits at law or in equity to foreclose this Pledge
Agreement and may sell the Pledged Collateral or any portion thereof pursuant
to judgment or decree of a court or courts having competent jurisdiction. Any
sale pursuant to this Section 8 shall be deemed to conform to commercially
reasonable standards as provided in Section 9-504(3) of the Uniform Commercial
Code as in effect in the State of Louisiana.
SECTION 9. COBANK APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
constitutes and appoints CoBank during the term of any of the Secured
Obligations the attorney-in-fact of the Pledgor which appointment is
irrevocable and shall be an agency coupled with an interest. This power of
attorney is for the purpose, upon the occurrence of an Event of Default, of
carrying out the provisions of this Pledge Agreement and taking any action and
executing any instrument which CoBank may deem necessary or advisable to
accomplish the purposes hereof. Without limiting the generality of the
foregoing, CoBank shall have the right, after the occurrence of an Event of
Default, with full power of substitution either in CoBank's name or in the name
of the Pledgor, to ask for, demand, xxx for, collect, receive, receipt and give
acquittance for any and all moneys due or to become due under and by virtue of
any Pledged 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 Pledged 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,
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Loan No. T0362
transfer and make any agreement respecting, or otherwise deal with, the same;
provided, however, that nothing herein contained shall be construed as
requiring or obligating CoBank to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by it, or to present or
file any claim or notice, or to take any action with respect to the Pledged
Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby, and no action taken by CoBank or
omitted to be taken with respect to the Pledged Collateral or any part thereof
shall give rise to any defense, counterclaim or offset in favor of the Pledgor
or to any claim or action against CoBank.
SECTION 10. EVENT OF DEFAULT. For purposes of this Pledge Agreement,
an "Event of Default" shall exist hereunder upon the happening of any of the
following events:
(i) any Event of Default under any of the Loan
Documents; or
(ii) any written representation or warranty made
in the CCC Limited Recourse Guaranty or in connection with
this Pledge Agreement shall prove to have been false or
misleading in any material respect as of the date made; or
(iii) the Pledgor shall default in the performance or
observance of any provisions of this Pledge Agreement;
provided, however, that in the event any default in the
performance or observance of Section 6(B) has occurred, such
default has continued for a period of thirty (30) days; or
(iv) the Pledgor from and after the date hereof
shall, or shall attempt to, encumber, subject to any further
pledge or security interest, sell, transfer or otherwise
dispose of any of the Pledged Collateral or any interest
therein except as otherwise permitted herein, or any of the
Pledged Collateral shall be attached or levied upon or seized
in any legal proceedings, or held by virtue of any lien; or
(v) this Pledge Agreement shall not or shall no
longer be effective in granting to CoBank a first priority
perfected lien on the Pledged Collateral.
SECTION 11. APPLICATION OF PROCEEDS OF SALE AND CASH. The proceeds of
any sale of the whole or any part of the Pledged Collateral, together with any
other moneys held by CoBank under the provisions of this Pledge Agreement,
shall be applied by CoBank as follows:
First: to the payment of all reasonable costs and expenses
incurred by CoBank in connection herewith, including but not limited
to, all court costs and the fees and disbursements of counsel for
CoBank in connection herewith, and to the
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repayment of all advances made by CoBank hereunder for the account of
the Pledgor, and the payment of all reasonable costs and expenses paid
or incurred by CoBank in connection with the exercise of any right or
remedy hereunder; and
Second: to the payment in full of the Secured Obligations.
Any amounts remaining after such application shall be promptly remitted to the
Pledgor, its successors, legal representatives or assigns, or as otherwise
provided by law.
SECTION 12. FURTHER ASSURANCES. The Pledgor agrees that it will join
with CoBank in executing and will file or record such notices, financing
statements or other documents as may be necessary to the perfection of the
security interest of CoBank hereunder, and as CoBank or its counsel may
reasonably request, such instruments to be in form and substance satisfactory
to CoBank and its counsel, and that the Pledgor will do such further acts and
things and execute and deliver to CoBank such additional conveyances,
assignments, agreements and instruments as CoBank may at any time reasonably
request in connection with the administration and enforcement of this Pledge
Agreement or relative to the Pledged Collateral or any part thereof or in order
to assure and confirm unto CoBank its rights, powers and remedies hereunder.
The Pledgor shall notify CoBank in writing promptly upon its acquisition of
capital stock of MCTC and shall execute and deliver to CoBank, upon request, an
amendment to this Pledge Agreement or such other instruments as CoBank may
request together with certificates evidencing such capital stock accompanied by
stock transfer powers executed in blank, and shall take such other action
requested by CoBank to effectuate the pledge of such capital stock to CoBank in
accordance with the provisions of this Pledge Agreement.
SECTION 13. NO WAIVER; ELECTION OF REMEDIES. No course of dealing
between the Pledgor and CoBank or failure on the part of CoBank to exercise,
and no delay on its part in exercising any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power, or remedy preclude any other or the further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder or under any of the Loan Documents are cumulative and in addition to
and are not exclusive of any other remedies provided by law. No enforcement of
any remedy shall constitute an election of remedies.
SECTION 14. GOVERNING LAW; AMENDMENTS. Except to the extent governed
by applicable federal law, this Pledge Agreement shall be governed by and
construed in accordance with the laws of the State of Louisiana without
reference to choice of law doctrine. This Pledge Agreement may not be amended
or modified nor may any of the Pledged Collateral be released, except in
writing signed by the parties hereto.
SECTION 15. Consent to jurisdiction. The Pledgor agrees that any legal
action or proceeding with respect to this Pledge Agreement may be brought in
the courts of the State
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Pledge Agreement/CCC
Loan Xx. X0000
xx Xxxxxxxxx xx xxx Xxxxxx Xxxxxx of America for the Western District of
Louisiana, all as CoBank may elect. By execution of this Pledge Agreement, the
Pledgor hereby submits to each such jurisdiction, hereby expressly waiving any
objection it may have to the laying of venue by reason of its present or future
domicile. Nothing herein shall affect the right of CoBank to commence legal
proceedings or otherwise proceed against the Pledgor in any other jurisdiction
or to serve process in any manner permitted or required by law.
SECTION 16. BINDING AGREEMENT; ASSIGNMENT. This Pledge Agreement, and
the terms, covenants and conditions hereof; shall be binding upon and inure to
the benefit of CoBank and to all holders of the indebtedness secured hereby and
their respective successors and assigns and to the Pledgor and its successors,
legal representatives and assigns, except that the Pledgor shall not be
permitted to assign this Pledge Agreement or any interest herein or in the
Pledged Collateral, or any part thereof; or any cash or property held by CoBank
as collateral under this Pledge Agreement. No notice to or demand on the
Pledgor shall entitle the Pledgor to any other or further notice or demand in
the same, similar or other circumstances.
SECTION 17. NOTICES. All notices hereunder shall be deemed to be duly
given upon delivery in the form and manner set forth in Section 7(E) of the CCC
Limited Recourse Guaranty to the parties at the following addresses (or such
other address for a party as shall be specified by like notice):
If to the Pledgor, as follows: Cameron Communications Corporation
One Lakeshore Drive, Suite 1495
X.X. Xxxxxx 0000
Xxxx Xxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxx Xxxxx; cc: Xxxxxx X. Xxxxxxx
Fax No.: (000) 000-0000
If to CoBank, as follows: CoBank, ACB
000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Rural Utility Banking Group
Fax No.: (000) 000-0000
SECTION 18. HEADINGS. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration
in interpreting this Pledge Agreement.
SECTION 19. COUNTERPARTS. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which when taken together constitute but one and the same instrument.
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SECTION 20. SEVERABILITY. If any one or more of the provisions
contained herein 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 provisions of this Pledge Agreement, but this Pledge
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had not been contained herein.
SECTION 21. WAIVER OF SUBROGATION. The Pledgor hereby irrevocably
waives any and all rights it may have to enforce any of CoBank's rights or
remedies or participate in any security now or hereafter held by CoBank,, and
any and all such other rights of subrogation, reimbursement, contribution or
indemnification against the Borrower, MCTC or any other person having any
manner of liability for the Borrower's or MCTC's obligations to CoBank arising
under the Loan Documents.
SECTION 22. TERMINATION; REINSTATEMENT. This Pledge Agreement shall
remain in full force and effect until (i) all Secured Obligations have been
paid in full, (ii) CoBank has no further commitment or obligation to make
advances to be secured hereby, and (iii) any preference period applicable to
payments made on or security given for the Secured Obligations has expired
under applicable bankruptcy and insolvency laws, at which time the Pledgor may
request a written instrument of termination be executed and delivered by a duly
authorized officer of CoBank. If so terminated, this Pledge Agreement and the
Pledgor's obligations hereunder shall be automatically reinstated if at any
time payment in whole or in part of any of the Secured Obligations is rescinded
or restored to the Borrower, MCTC or other payor or guarantor of the Secured
Obligations, or must be paid to any other person, upon the insolvency,
bankruptcy, liquidation, dissolution or reorganization of the Borrower, MCTC or
other payor or guarantor of the Secured Obligations, all as though such payment
had not been made.
SECTION 23. FCC MATTERS. Notwithstanding any other provision of this
Pledge Agreement:
(A) Any foreclosure on, sale, transfer or other
disposition of; or the exercise or relinquishment of any right to vote or
consent with respect to, any of the Pledged Collateral by CoBank shall be
pursuant to Section 310(d) of the Communications Act of 1934, as amended, and
the applicable rules and regulations thereunder, and, if and to the extent
required thereby, subject to the prior approval or notice to and non-opposition
of the FCC.
(B) If an Event of Default shall have occurred and be
continuing, the Pledgor shall take any action, and shall cause MCTC to take any
action, which CoBank may reasonably request in order to transfer and assign to
CoBank, or to such one or more third parties as CoBank may designate, or to a
combination of the foregoing, each FCC license or permit owned by MCTC. CoBank
is empowered, to the extent permitted by applicable law, to request the
appointment of a receiver from any court of competent jurisdiction. Such
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receiver may be instructed by CoBank to seek from the FCC an involuntary
transfer of control of each such FCC license or permit for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred.
The Pledgor hereby agrees to authorize such an involuntary transfer of control
upon the request of the receiver so appointed and, if the Pledgor shall refuse
to authorize the transfer, its approval may be required by the court. Upon the
occurrence and during the continuance of an Event of Default, the Pledgor shall
further use its best efforts to assist in obtaining approval of the FCC and any
state regulatory bodies, if required, for any action or transactions
contemplated by this Pledge Agreement, including, without limitation, the
preparation, execution and filing with the FCC and any state regulatory bodies
of the assignor's or transferor's portion of any application or applications
for consent to the assignment of any FCC license or permit or transfer of
control necessary or appropriate under the rules and regulations of the FCC or
any state regulatory body for approval or non-opposition of the transfer or
assignment of any portion of the Pledged Collateral, together with any FCC
license or permit.
(C) The Pledgor acknowledges that the assignment or
transfer of each FCC license or permit is integral to CoBank's realization of
the value of the Pledged Collateral, that there is no adequate remedy at law
for failure by the Pledgor to comply with the provisions of this Section 23 and
that such failure would not be adequately compensable in damages, and therefore
agrees, without limiting the right of CoBank to seek and obtain specific
performance of other obligations of the Pledgor contained in this Pledge
Agreement, that the agreements contained in this Section 23 may be specifically
enforced.
(D) In accordance with the requirements of 47 C.F.R.
Section 22.917, or any successor provision thereto, CoBank shall notify the
Pledgor and the FCC in writing at least ten (10) days prior to the date on
which CoBank intends to exercise its rights, pursuant to this Pledge Agreement
or any of the other Loan Documents, by foreclosing on, or otherwise disposing
of; any Pledged Collateral in connection with which such notice is required
pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.
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THUS DONE AND SIGNED, in several counterparts at the places
and on the dates indicated below, and in the presence of the
respective Notaries Public and the respective undersigned witnesses
indicated below, by duly authorized officers of the respective
parties, after a due reading of the whole.
At Lake Charles, Louisiana, on April 20, 1995.
CAMERON COMMUNICATIONS CORPORATION
By: /s/ XXXXXXX X. XXXXXXX, XX.
--------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: President
Attest: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
[CORPORATE SEAL]
Witnesses to all signatures:
/s/ XXXXXX XXXX
--------------------
Witness
/s/ XXXXXXX XXXXX
--------------------
Witness
[ILLEGIBLE]
--------------------
Notary Public
My commission expires: Lifetime Commission
[NOTARIAL SEAL]
(Signatures Continued on Next Page)
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Pledge Agreement/CCC
Loan No. T0362
(Signatures Continued from Previous Page)
At Atlanta, Georgia, on April 26, 1995.
COBANK, ACB
By: /s/ XXXX XXX XXXXXXX
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Name: Xxxx Xxx Xxxxxxx
Title: Assistant Vice President
Witnesses to signature:
[ILLEGIBLE]
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Witness
[ILLEGIBLE]
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Witness
/s/ XXXXXX X. XXXXX
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Notary Public
My commission expires: Notary Public, Paulding County, Georgia
My Commission Expires July 14, 1997
[NOTARIAL SEAL]
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SCHEDULE 1
to
PLEDGE AGREEMENT
Number of Percentage of Total
Shares Owned Certificate Outstanding Shares
Entity by the Pledgor Number(s) Owned by the Pledgor
------ -------------- ----------- --------------------
Mercury Cellular 96%
Telephone Company 12,301 2
