FIRST AMENDMENT TO THE
AMENDED AND RESTATED PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED PLEDGE AGREEMENT,
made and entered into as of February 5, 1998 (this "Agreement"), amends the
Amended and Restated Pledge Agreement (the "Original Agreement") made and
entered into as of November 22, 1995 by UNITED INTERNATIONAL HOLDINGS, INC., a
Delaware corporation (the "Pledgor"), having its principal office at 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, in favor of XXXXXX XXXXXXX & CO.
INCORPORATED, as collateral agent (the "Collateral Agent"), having an office at
000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, for (i) the trustee (the
"1994 Trustee") under that certain indenture dated as of November 23, 1994 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "1994 Indenture"), pursuant to which the Pledgor issued $394.0 million
in aggregate principal amount of 14% Senior Secured Discount Notes due 1999
(together with any notes or debentures issued in replacement thereof or in
exchange or substitution therefore, the "1994 Notes"), (ii) the trustee (the
"1995 Trustee") under that certain indenture dated as of November 22, 1995 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "1995 Indenture" and, together with the 1994 Indenture, the "Existing
Indentures") pursuant to which the Pledgor issued $205.4 million in aggregate
principal amount of 14% Senior Secured Discount Notes due 1999 (together with
any notes or debentures issued in replacement thereof or in exchange or
substitution therefore, the "1995 Notes"), and (iii) the trustee (the "1998
Trustee") under that certain Indenture dated as of February 5, 1998 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"1998 Indenture"), pursuant to which the Pledgor issued its 10 3/4% Senior
Secured Notes due February 15, 2008 (together with any notes or debentures
issued in replacement thereof or in exchange or substitution therefore, the
"1998 Notes"). Capitalized terms issued and not defined herein shall have the
meanings given to such terms in the Indentures referred to below.
W I T N E S S E T H:
WHEREAS, the Pledgor is the legal and beneficial owner of (i) all of
the issued and outstanding shares of capital stock set forth on Schedule I to
the Original Agreement (the "Pledged Shares") of United International
Properties, Inc., a Colorado corporation and a direct wholly owned subsidiary of
Pledgor (the "Issuer"), and (ii) each intercompany promissory note issued by the
Issuer in favor of the Pledgor (the "Pledged Notes"), all of which Pledged Notes
shall be in the form of Exhibit A to the Original Agreement; and
WHEREAS, pursuant to the terms of the 1994 Indenture and the 1995
Indenture, the Pledgor is permitted to amend the Original Agreement with the
consent of 66.67% in principal amount of the 1994 Notes and the 1995 Notes then
outstanding; and
WHEREAS, the terms of the 1998 Indenture require that the Pledgor (i)
pledge to the Collateral Agent for the ratable benefit of the Holders, and grant
to the Collateral Agent for the ratable benefit of the Holders, a security
interest in the Pledged Collateral (as defined in the Original Agreement) and
(ii) execute and deliver a pledge agreement in order to secure the payment and
performance by the Pledgor of all the Obligations of the Pledgor under the 1998
Indenture and the 1998 Notes (the "Obligations"); and
WHEREAS, the Pledgor wishes to amend the Original Agreement in order
to secure the payment and performance by the Pledgor of all the Obligations of
the Pledgor under the 1998 Indenture and the 1998 Notes on an equal and ratable
basis with the 1994 Notes and the 1995 Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, and in order to
induce the Holders of 1998 Notes to purchase such 1998 Notes, the Pledgor hereby
agrees with the Collateral Agent for its benefit and the ratable benefit of the
Holders as follows:
SECTION 1. PLEDGE. The Pledgor hereby pledges to the Collateral Agent
for its benefit and for the ratable benefit of the 1994 Trustee, the 1995
Trustee and the 1998 Trustee, and grants to the Collateral Agent for the ratable
benefit of the 1994 Trustee, the 1995 Trustee and the 1998 Trustee, a continuing
first priority security interest in all of its right and title in the "Pledged
Collateral" (as defined in the Original Agreement), and shall take all
reasonable action requested by the Collateral Agent to maintain the perfected
security interest in the Pledged Collateral.
SECTION 2. ORIGINAL AGREEMENT CONFIRMED AND RATIFIED. Except for the
changes provided herein, the Original Agreement is in all other respects hereby
approved, ratified and confirmed and remains in full force and effect in
accordance with its terms. The Pledgor hereby reaffirms and makes, as of the
date hereof, all of the representations, warranties in the Original Agreement,
as the same is amended hereby.
SECTION 3. SEVERABILITY. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.
SECTION 4. HEADINGS. The headings of the Articles and Sections of this
Agreement have been inserted for convenience or reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.
SECTION 5. COUNTERPART ORIGINALS. This Agreement may be signed in two
or more counterparts. Each signed copy shall be an original, but all of them
together represent one and the same agreement. Each counterpart may be executed
and delivered by telecopy, if such delivery is promptly followed by the original
manually signed copy sent by overnight courier.
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IN WITNESS WHEREOF, the Pledgor and the Collateral Agent have each
caused this Agreement to be duly executed and delivered as of the date first
above written.
PLEDGOR:
UNITED INTERNATIONAL HOLDINGS, INC.,
a Delaware corporation
By: /s/ J. Xxxxxxx Xxxxx
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J. Xxxxxxx Xxxxx
Chief Financial Officer
COLLATERAL AGENT:
XXXXXX XXXXXXX & CO. INCORPORATED,
as Collateral Agent
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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