PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of November 14, 2001 between CTIHC,
INC. ("Pledgor") and FIRST UNION NATIONAL BANK ("Secured Party").
WHEREAS, Pledgor and Secured Party have entered into an ISDA
Master Agreement, dated November 14, 2001, pursuant to which Pledgor and Secured
Party may enter into one or more Transactions (such Master Agreement, as amended
from time to time, and as supplemented by each Transaction and Confirmation, the
"Master Agreement"); and
WHEREAS, Pledgor has agreed to secure its obligations (the
"Secured Obligations") to Secured Party under the Master Agreement and under
this Pledge Agreement in accordance with the terms and conditions of this Pledge
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined
in the Master Agreement will have such defined meanings when used herein. As
used in this Pledge Agreement, the following terms will have the following
meanings:
"Collateral" has the meaning set forth in Section 2 hereof.
"Master Agreement" has the meaning set forth in the Recitals hereto.
"Pledged Securities" has the meaning set forth in Section 2(a) hereof.
"Relevant Transaction" has the meaning set forth in Section 3(a)
hereof.
"Repurchase Transactions" has the meaning set forth in Section 4(d)
hereof.
"Secured Obligations" has the meaning set forth in the Recitals hereto.
"Securities Act" has the meaning set forth in Section 4(a)(viii)
hereof.
"UCC" means the Uniform Commercial Code as in effect in the State of
New York, as the same may be amended from time to time.
2. Security Interest. Pledgor hereby pledges to Secured Party,
as security for the Secured Obligations, and grants to Secured Party a first
priority security interest in, lien on and right of set-off against, the
following described property (the "Collateral"):
(a) those securities from time to time identified in Exhibit A
hereto or deemed identified therein pursuant to Section 3(c) hereof (together
with any additional securities constituting the Collateral, the "Pledged
Securities"); and
(b) their products, proceeds and accessions (including all
dividends, interest and other distributions on or with respect to the Pledged
Securities, whether in cash, additional securities or otherwise).
3. Delivery. (a) Not later than the Trade Date with respect to
each Transaction pursuant to which any Pledged Securities are required (a
"Relevant Transaction"), Pledgor shall deliver all such Pledged Securities, or
13
shall cause all such Pledged Securities to be delivered, to Secured Party or its
designee in accordance with the following:
(i) in the case of certificated securities that cannot be delivered by
book-entry, delivery in appropriate physical form to the recipient or its
account accompanied by any duly executed assignments in blank, transfer tax
stamps and any other documents necessary to constitute a legally valid transfer
to the recipient; and
(ii) in the case of securities that can be paid or delivered by
book-entry, the giving of written instructions to the relevant depository
institution or other entity specified by the recipient, together with a written
copy thereof to the recipient, sufficient if complied with to result in a
legally effective transfer of the relevant interest to the recipient.
(b) In the case of any Collateral required to be delivered
under the Master Agreement or this Pledge Agreement other than Pledged
Securities covered by Section 3(a), such Collateral shall be delivered in
accordance with the instructions of Secured Party.
(c) Not later than the Trade Date of each Relevant
Transaction, Exhibit A hereto shall be deemed amended by the addition of the
information with respect to the relevant Pledged Securities as set forth in the
related Confirmation.
4. Representations, Warranties and Agreements.
(a) Pledgor represents and warrants, as of the date hereof and
as of the date on which any Collateral is delivered to Secured Party, that:
(i) Pledgor (A) is duly organized and validly existing under the laws
of the jurisdiction of its organization or incorporation and, if relevant under
such laws, in good standing; (B) has the power to execute and deliver this
Pledge Agreement and any other documentation relating to this Pledge Agreement
to which it is a party, to deliver this Pledge Agreement, to grant the security
interest contemplated herein, to deliver any required Collateral pursuant hereto
and to perform its obligations under this Pledge Agreement; and (C) has taken
all necessary action to authorize such execution, delivery or performance;
(ii) Pledgor's execution, delivery and performance of this Pledge
Agreement do not and will not violate or conflict with any law applicable to it,
any provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its assets;
(iii) all governmental and other consents that are required to have
been obtained by Pledgor with respect to this Pledge Agreement or any delivery
of Collateral pursuant hereto have been obtained and are in full force and
effect and all conditions of any such consents have been complied with;
(iv) Pledgor's obligations under this Pledge Agreement constitute its
legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganizations, insolvency, moratorium or
similar laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law));
2
(v) Pledgor is the sole legal and beneficial owner of or otherwise has
the right to deliver all Collateral, and such Collateral is subject to no
adverse claims (including but not limited to any lien, encumbrance or claim of
legal or beneficial ownership) other than by Pledgor, except for the lien and
security interest in favor of Secured Party as provided herein;
(vi) upon the delivery of any Collateral to Secured Party under the
terms of this Pledge Agreement, Secured Party will have a valid and perfected
first priority security interest therein;
(vii) the information set forth or deemed set forth in Exhibit A hereto
is true and correct;
(viii) unless otherwise noted in Exhibit A hereto, either (A) the
Pledged Securities are not "restricted" or "control" securities for purposes of
the Securities Act of 1933, as amended (the "Securities Act") and may be freely
resold by Secured Party under the Securities Act without restriction as to the
amount or timing of sale, or (B) in the case of any Pledged Securities
identified as such "restricted" or "control" securities identified on Exhibit A
hereto, such Pledged Securities are eligible for sale by Secured Party pursuant
to Rule 144 or Rule 145 under the Securities Act; and
(ix) unless otherwise noted in Exhibit A, Pledgor is not an "affiliate"
(as such term is defined in Rule 144(a) under the Securities Act) of any issuer
of Pledged Securities.
(b) Pledgor covenants and agrees with Secured Party that:
(i) Pledgor will faithfully preserve and protect Secured Party's first
priority security interest in the Collateral, will defend Secured Party's right,
title, lien and security interest in and to the Collateral against the claims
and demands of all persons whomsoever, and will do all such acts and things and
execute and deliver such acts and things and to execute and deliver) all such
documents and instruments, including without limitation further pledges,
assignments, financing statements and continuation statements, as Secured Party
in its sole discretion may reasonably deem necessary or advisable from time to
time in order to preserve, protect and perfect such security interest or to
enable Secured Party to exercise or enforce its rights under this Pledge
Agreement with respect to any Collateral;
(ii) in the case of any Pledged Securities which are "restricted" or
"control" securities for purposes of Rule 144 under the Securities Act, Pledgor
shall take all reasonable actions as may be required to ensure that Secured
Party at all times remains entitled to sell the full volume of each class of
such Pledged Securities then permitted to be sold under Rule 144(e), and Pledgor
shall notify Secured Party immediately if, to its knowledge, there occurs any
development or event which would render any of the Collateral not readily
saleable under (A) Rules 144 or 145 under the Securities Act, or (B) any other
provisions of the Securities Act (it being understood, to the extent set forth
in Exhibit A hereto, some or all of the Pledged Securities may not meet the
one-year holding period in Rule 144(d)); and
(iii) in the case of any Pledged Securities which are "restricted" or
"control" securities for purposes of Rule 144 or Rule 145 under the Securities
Act and for which the Pledgor has the right to sell pursuant to a registration
statement in respect of such securities filed with, and declared effective by,
the Securities and Exchange Commission, at any time following the occurrence of
an Event of Default, Pledgor shall take all action reasonably requested by
Secured Party to (A) effect the sale of such securities by the Pledgor pursuant
to such registration statement and (B) provide the purchaser thereof with
securities which are not "restricted" or "control" securities for purposes of
3
Rule 144or Rule 145 under the Securities Act, provided that nothing in this
Section 5(iii) shall (I) adversely affect the Secured Party's rights under this
Agreement, including, without limitation, its security interest in, lien on and
right of set-off against the Pledged Securities and the proceeds of any sale of
the Pledged Securities or (II) provide Pledgor with any rights, or Secured Party
with any obligations, in addition to the rights of Pledgor and the obligations
of Secured Party provided elsewhere in this Agreement; and
(iv) Pledgor shall not, without the prior written consent of Secured
Party, sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Collateral, or create, incur or permit to exist any
pledge, lien, claim, mortgage, hypothecation, security interest, charge, option
or any other encumbrance with respect to any of the Collateral or any interest
therein, except for transfers, liens and security interests provided for by this
Pledge Agreement.
(c) Pledgor authorizes Secured Party to file, in its
discretion, in jurisdictions where this authorization will be given effect, a
financing statement signed only by Secured Party covering the Collateral, and
hereby appoints Secured Party as the Pledgor's attorney-in-fact to sign and file
any such financing statements covering the Collateral. At the request of Secured
Party, Pledgor will join Secured Party in executing such documents as Secured
Party may determine, from time to time to be necessary or desirable under
provisions of any applicable Uniform Commercial Code in effect where the
Collateral is located or where Pledgor conducts business; without limiting the
generality of the foregoing, Pledgor agrees to join Secured Party, at Secured
Party's request, in executing one or more financing statements in form
satisfactory to Secured Party, and Pledgor will pay the costs of filing or
recording the same, or of filing or recording this Pledge Agreement, in all
public offices at any time and from time to time, whenever filing or recording
of any such financing statement or of this Pledge Agreement is deemed by Secured
Party to be necessary or desirable. In connection with the foregoing, it is
agreed and understood between the parties hereto (and Secured Party is hereby
authorized to carry out and implement this agreement and understanding and
Pledgor hereby agrees to pay the costs thereof) that Secured Party may, at any
time or times, file as a financing statement any counterpart, copy or
reproduction of this Pledge Agreement.
(d) The Secured Party shall have the right, upon the prior
written consent of Pledgor, to repledge, rehypothecate, reassign, as well as
enter into repurchase transactions (collectively, "Repurchase Transactions")
with respect to any of Pledged Securities, or direct any of its affiliates to
enter into any such Repurchase Transactions using the Pledged Securities during
any period in which this Pledge Agreement remains in effect. Notwithstanding the
foregoing, Secured Party's right to enter into Repurchase Transactions involving
Pledged Securities under this clause (d) shall in no way relieve Secured Party
of its obligation to redeliver Pledged Securities to Pledgor under the terms and
in the timely manner provided for in this Pledge Agreement.
5. Rights of Secured Party and Pledgor Related to Collateral.
(a) Secured Party may:
(i) at any time transfer any of the Collateral into the name of Secured
Party or its nominee;
4
(ii) at any time following the occurrence of an Event of Default with
respect to Pledgor, notify parties obligated on any of the Collateral to make
payment to Secured Party of any amounts due or to become due thereunder;
(iii) at any time following the occurrence of an Event of Default with
respect to Pledgor, enforce collection of any of the Collateral by suit or
otherwise; surrender, release or exchange all or any part thereof, or compromise
or extend or renew for any period (whether or not longer than the original
period) any obligation of any nature of any party with respect thereto; and
exercise all other rights of Pledgor in any of the Collateral, except as
hereinafter provided with respect to income from or interest on the Collateral
and except that, prior to an Event of Default with respect to Pledgor, Pledgor
may exercise its voting and consensual rights with respect to any Collateral
constituting voting securities; and
(iv) at any time take possession or control of any proceeds of the
Collateral.
(b) Until the occurrence of an Event of Default with respect
to Pledgor, Pledgor shall have the right to receive all income from or interest
on the Collateral, and if Secured Party receives any such income or interest
prior to the occurrence of an Event of Default with respect to Pledgor, Secured
Party shall pay the same promptly to Pledgor, except that in the case of
securities or other property distributed by way of a dividend or otherwise with
respect to the Collateral, such securities or other property shall be promptly
delivered to Secured Party in the manner described in Section 3 hereof to be
held as Pledged Securities or other Collateral hereunder. Upon the occurrence of
an Event of Default with respect to Pledgor, Pledgor will not demand or receive
any income from or interest on the Collateral, and if Pledgor receives any such
income or interest without any demand by it, the same shall be held by Pledgor
in trust for Secured Party in the same medium in which received, shall not be
commingled with any assets of Pledgor and shall be delivered to Secured Party in
the form received, properly endorsed to permit collection, not later than the
next Business Day following the day of its receipt. Secured Party may apply the
net cash received from such income or interest to payment of any of the Secured
Obligations, provided that Secured Party shall account for and pay over to
Pledgor any such income or interest remaining after payment in full of the
Secured Obligations then outstanding.
(c) So long as no Event of Default with respect to Pledgor
shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Collateral or any part thereof for any
purpose not inconsistent with the terms of this Pledge Agreement or the Master
Agreement; and
(ii) Secured Party shall execute and deliver (or cause to be executed
and delivered) to Pledgor all such proxies and other instruments as Pledgor may
reasonably request for the purpose of enabling Pledgor to exercise the voting
and other rights which it is entitled to exercise pursuant to this clause (c).
(d) Secured Party shall never be under any obligation to
collect, attempt to collect, protect or enforce the Collateral or any security
therefor, which Pledgor agrees and undertakes to do at Pledgor's expense, but
Secured Party may do so in its discretion at any time after the occurrence of an
Event of Default with respect to Pledgor, and at such time Secured Party shall
have the right to take any steps by judicial process or otherwise it may deem
proper to effect the collection of all or any portion of the Collateral or to
protect or to enforce the Collateral or any security therefor. All expenses
5
(including, without limitation, attorneys' fees and expenses) incurred or paid
by Secured Party in connection with or incident to any such collection or
attempt to collect the Collateral or actions to protect or enforce the
Collateral or any security therefor shall be borne by Pledgor or reimbursed by
Pledgor to Secured Party upon demand. The proceeds received by Secured Party as
a result of any such actions in collecting or enforcing or protecting the
Collateral shall be held by Secured Party without liability for interest thereon
and may be applied by Secured Party as Secured Party may deem appropriate toward
payment of any of the Secured Obligations in such order or manner as Secured
Party may elect.
(e) In the event Secured Party shall pay any taxes,
assessments, interests, costs, penalties or expenses incident to or in
connection with the collection of the Collateral or protection or enforcement of
the Collateral or any security therefor, Pledgor, upon demand of Secured Party,
shall pay to Secured Party the full amount thereof with interest thereon from
the date expended by Secured Party until repaid at the Applicable Rate and so
long as Secured Party shall be entitled to any such payment, this Pledge
Agreement shall operate as security therefor as fully and to the same extent as
it operates as security for payment of the other Secured Obligations, and for
the enforcement of such repayment Secured Party shall have every right and
remedy provided for enforcement of payment of the Secured Obligations.
(f) Secured Party shall exercise reasonable care in the
custody and preservation of the Collateral in its possession; provided, however,
that Secured Party shall be deemed to have exercised such reasonable care if
such Collateral is accorded treatment substantially equal to that which Secured
Party accords its own property (it being understood that Secured Party shall not
have any responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not Secured Party has or is deemed to have knowledge
of such matters, or (ii) taking any necessary steps to preserve rights against
any parties with respect to any Collateral).
6. Events of Default and Remedies. (a) In addition to the
Events of Default specified in Section 5(a) of the Master Agreement, the
occurrence at any time with respect to Pledgor of any of the following events
will constitute an Event of Default with respect to it hereunder and under the
Master Agreement:
(i) failure to deliver Collateral to Secured Party in accordance with
Section 3 hereof; or
(ii) failure of any representation or warranty made or deemed made
herein or in any instrument or document delivered pursuant hereto to be correct
or not misleading in any material respect upon the date when made or deemed
made; or
(iii) failure to perform any term, covenant or agreement contained
herein (other than that specified in clauses (i) or (ii) above), if such failure
is not remedied on or before the fifth Business Day after notice of such failure
is given to Pledgor.
(b) If an Event of Default with respect to Pledgor shall have
occurred:
(i) Secured Party shall have and may exercise with reference to the
Collateral and the Secured Obligations any or all of the rights and remedies of
a secured party under the UCC, and as otherwise granted herein or under any
other applicable law or under any other agreement now or hereafter in effect
executed by Pledgor, including, without limitation, the right and power to sell,
at public or private sale or sales, or otherwise dispose of, or otherwise
utilize the Collateral and any part or parts thereof in any manner authorized or
6
permitted under the UCC after default by a debtor, and to apply the proceeds
thereof toward payment of any costs and expenses and attorneys' fees and
expenses thereby incurred by Secured Party and toward payment of the Secured
Obligations in such order or manner as Secured Party may elect. Any sale or
other disposition of collateral pursuant hereto shall be free from any claim or
right of any nature whatsoever of Pledgor, including any equity or right of
redemption by Pledgor (with Secured Party having the right to purchase any or
all of the Collateral to be sold). To the extent permitted by law, Pledgor
expressly waives any notice of sale or other disposition of the Collateral and
all other rights or remedies of Pledgor or formalities prescribed by law
relative to sale or disposition of the Collateral or exercise of any other right
or remedy of Secured Party existing after default hereunder; and to the extent
any such notice is required and cannot be waived, Pledgor agrees that if such
notice is given at least three (3) days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy any
requirement for giving of said notice. Notwithstanding the foregoing, Pledgor
acknowledges and agrees that any Pledged Securities may decline speedily in
value and are of a type customarily sold on a recognized market, and,
accordingly, Pledgor is not entitled to prior notice of any sale of Pledged
Securities by Secured Party, except any notice that is required under applicable
law and cannot be waived. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale;
(ii) upon notice by Secured Party to Pledgor, Secured Party or its
nominee or nominees shall have the sole and exclusive right to exercise all
voting and consensual powers pertaining to the Collateral or any part thereof
and may exercise such powers in such manner as Secured Party may elect; and
(iii) all dividends, payments of interest and other distributions of
every character made upon or in respect of the Collateral or any part thereof
shall be deemed to be Collateral and shall be paid directly to and shall be held
by Secured Party as additional Collateral pledged under and subject to this
Pledge Agreement.
(c) All rights to marshalling of assets of Pledgor, including
any such right with respects to the Collateral, are hereby waived by Pledgor.
All recitals in any instrument of assignment or any other instrument executed by
Secured Party incident to sale, lease, transfer, assignment or other
disposition, lease or utilization of the Collateral or any part thereof
hereunder shall be full proof of the matters stated therein and no other proof
shall be requisite to establish full legal propriety of the sale or other action
taken by Secured Party or of any fact, condition or thing incident thereto and
all prerequisites of such sale or other action or of any fact, condition or
thing incident thereto shall be presumed conclusively to have been performed or
to have occurred.
(d) Pledgor hereby acknowledges that the sale by Secured Party
of any Pledged Securities pursuant to the terms hereof in compliance with the
Securities Act, as well as applicable Blue Sky or other state securities laws,
may require strict limitations as to the manner in which Secured Party or any
subsequent transferee of Pledged Securities may dispose of such securities.
Pledgor understands that in order to protect Secured Party's interest it may be
necessary for Secured Party in order to comply with such limitations to sell the
Pledged Securities at a price less than the maximum price attainable were a sale
delayed or made in another manner, such as a public offering requested under the
Securities Act. Pledgor has no objection to sale in such a manner under such
circumstances and agrees that under such circumstances Secured Party shall have
no obligation to obtain the maximum possible price for the Pledged Securities.
7
7. Application of Proceeds by Secured Party. (a) In the event
Secured Party sells or otherwise disposes of the Collateral in the course of
exercising the remedies provided for in Section 6 hereof, any amounts held,
realized or received by Secured Party pursuant to the provisions hereof,
including the proceeds of the sale of any of the Collateral or any part thereof,
shall be applied by Secured Party first toward the payment of any costs and
expenses incurred by Secured Party in enforcing this Pledge Agreement, in
realizing on or protecting any Collateral and in enforcing or collecting any
Secured Obligations, including, without limitation, the actual attorney's fees
and expenses incurred by Secured Party, all of which costs and expenses Pledgor
agrees to pay, and then between interest and principal as Secured Party may
elect. Any amounts and any Collateral remaining after such application and after
payment to Secured Party of all of the Secured Obligations in full shall be paid
or delivered to Pledgor, its successor or assigns, or as a court of competent
jurisdiction may direct.
Pledgor shall be liable for the deficiency if the net proceeds
of any sale or other disposition of the Collateral are insufficient to pay all
amounts to which Secured Party is entitled and the fees of any attorneys
employed by Secured Party to collect such deficiency.
8. Return of Collateral. Upon the conclusion or termination of
a Relevant Transaction (other than in connection with an Event of Default or the
designation of an Early Termination Date), and payment by Pledgor of all amounts
due with respect thereto, Secured Party shall return to Pledgor the Collateral
held by Secured Party relating solely to such Relevant Transaction (unless such
Collateral has been applied in satisfaction of the Secured Obligations pursuant
to the terms of this Pledge Agreement). As of the time of such return of Pledged
Securities, Exhibit A hereto shall be deemed amended by deletion of the Pledged
Securities so returned.
9. Credit Support Document. This Pledge Agreement is a Credit
Support Document with respect to Pledgor in accordance with the Master
Agreement. This Pledge Agreement supplements the Master Agreement, and is
intended to be construed as part of a single agreement between the parties
regarding the matters contemplated hereby and thereby.
10. Transfer; Amendments; Applicable Law.
(a) Neither this Pledge Agreement, nor any interest or
obligation in or under this Pledge Agreement, may be transferred by any party
without the prior written consent of the other party and any purported transfer
without such consent will be void for all purposes; provided, however, that
Secured Party may transfer any right or interest in this Pledge Agreement to any
transferee to which a transfer pursuant to Section 6(b)(ii) or Section 7 of the
Master Agreement would be permitted.
(b) This Pledge Agreement and all obligations of each party
hereunder shall be binding upon the permitted successors and assigns of such
party, and shall, together with the rights and remedies of the other party
hereunder, inure to the benefit of such other party and its respective permitted
successors and assigns.
(c) No amendment, modification or waiver in respect of this
Pledge Agreement will be effective unless in writing and executed by each of the
parties.
8
(d) This Pledge Agreement shall be governed by, and shall be
construed and interpreted in accordance with, the law of the State of New York
without reference to choice of law provisions.
11. Notices. All notices and communications provided for
herein shall be given or made in accordance with the Master Agreement.
12. Counterparts. This Pledge Agreement may be executed in one
or more counterparts, each of which is an original document, but all of which,
taken together, shall constitute one and the same instrument.
13. Joint Party. If more than one person or entity is
executing this Pledge Agreement as Pledgor, then (i) the obligations of Pledgor
hereunder shall be the joint and several obligations of each such person or
entity, (ii) any event of default occurring with respect to any such person or
entity shall be an event of default with respect to Pledgor, (iii) the death,
release or discharge, in whole or in part, of any such person or entity, or the
occurrence of any bankruptcy, liquidation, dissolution or any other event
described in Section 5 (a)(vii) of the Master Agreement with respect to any such
person or entity, shall not discharge or affect the liabilities of any other
such person or entity, (iv) unless the context otherwise requires, each
reference herein to "party" shall, as applied to Pledgor, be construed as a
joint and several reference to each such person or entity, and (v) any person or
entity receiving notices given to Pledgor at the address provided under the
Master Options Agreement shall be deemed to receive such notices on behalf of
each other such person or entity.
14. Agency Terms. The Agent is acting hereunder for and on
behalf of Secured Party solely in its capacity as agent for Secured Party
pursuant to instructions from Secured Party, and for all purposes of this Pledge
Agreement, the terms of Section 6 (g) of the Schedule to the Master Agreement
shall apply.
IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Pledge Agreement
to be duly executed as of the day and year first above written.
SECURED PARTY: PLEDGOR:
FIRST UNION NATIONAL BANK CTIHC, INC.
By: First Union Securities, Inc.,
acting solely in its capacity as its
Agent
By: /s/ Xxxx Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
------------------------------ ------------------------------
Name: Xxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President Title: Senior Vice President,
and Assistant General Corporate Taxes
Counsel
AGENT:
FIRST UNION SECURITIES, INC.,
acting solely in its capacity as Agent
First Union National Bank
By: /s/ Xxxx Xxxxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxx Xxxxxxxx
Title: Senior Vice President
and Assistant General
Counsel
9
Exhibit A
---------
PLEDGED SECURITIES
------------------
1. Pledged Securities. Pursuant to Section 2 of this Pledge Agreement, Pledgor
hereby represents and warrants that the following information is true and
correct with respect to the Pledged Securities identified below:
Pledged Securities: 1,039,576 shares of common stock,
par value $.01 per share, issued by
TeleCorp PCS, Inc. ("Issuer"), cusip
#879300101, certificate #0961, and
72,481 shares of common stock, par
value $.01 per share, issued by the
Issuer, cusip #000000000,
certificate #1787 and 35,000 shares
of common stock, par value $.01 per
share, issued by the Issuer, cusip
#879300101, certificate #1786.
Date on which Pledgor
acquired the Pledged Securities: November 13, 1999.
Date on which Pledgor fully
paid for the Pledged Securities: The Pledgor's parent, CIHC,
Incorporated acquired the shares for
the full purchase price or other
consideration within the meaning of
Rule 144 of the Securities Act of
1933, as amended, on November 13,
1999. The Pledgor's parent received
the Pledged Securities in a
transaction under Rule 145 of the
Securities Act of 1933, as amended
(the "Securities Act"). On December
29, 2000, the Pledgor's parent
transferred the Pledged Shares to
the Pledgor as a capital
contribution.
Restrictions on sale of
Pledged Securities:
Insider: Pledgor represents, warrants and
covenants that Pledgor (a) is not
currently an Insider and (b) will
not be an Insider at any time during
the term of this Transaction.
"Insider" means (i) a person who is
an officer, director of the Issuer
or a beneficial owner of more than
10% of any class of equity
securities of the Issuer required to
file reports pursuant to Section
16(a) of the Securities Exchange Act
and (ii) a person who is an
"Affiliate" (as defined in Rule 144)
of the Issuer.
Holding Period; Restrictions on Pledgor represents and warrants that
Transfer: the Pledged Securities are freely
salable by or on behalf of Pledgor
under the Securities Act and are not
subject to resale restrictions under
10
Rule 144, Rule 145 of the Securities
Act or otherwise.
Pledgor represents and warrants to
Secured Party that (i) Pledgor
acquired the Pledged Securities from
an affiliate of the Issuer on
December 29, 2000 and the Issuer is
in compliance with Rule 144(c)(1)
and (ii) physical delivery of the
Pledged Securities to Secured Party
and any sale by Secured Party does
not violate or conflict with any law
applicable to such Pledged
Securities, or any contractual
obligation or restriction applicable
to such Pledged Securities and that
all required notices to third
parties, including an opinion of
counsel to the transfer agent for
the Shares for removing legends
relating to the Stockholder's
Agreement and the securities laws,
have been given and any required
consents or approvals from third
parties have been obtained and no
third party will have any rights
with respect to the Pledged
Securities delivered to Secured
Party and any foreclosure under the
Pledge Agreement on the Pledged
Securities, the Secured Party will
receive Pledged Securities free and
clear of any security interests,
claims and other encumbrances and
for the avoidance of doubt, such
Pledged Securities will not be
subject to the terms of the
Stockholder's Agreement by and among
AT&T Wireless PCS, LLC, the Cash
Equity Investors, the Management
Stockholders, the Other Stockholders
(in each case, as defined therein)
and Telecorp PCS, Inc., dated as of
November 13, 2000, as amended by
Amendment No. 1 to the Stockholders'
Agreement, dated October 7, 2001, as
amended, supplemented or otherwise
modified or the Investors
Stockholders' Agreement by and among
Telecorp PCS, Inc. and the
Stockholders named therein, dated as
of February 28, 2000, as amended,
supplemented or otherwise modified
or the Voting Agreement by and among
Telecorp PCS, LLC and the
shareholders listed therein, dated
October 7, 2001, as amended,
supplemented or otherwise modified.
11
Transaction Covenants: Pledgor represents and warrants
that, in effecting the Transaction,
it is not in possession of any
material non-public information with
respect to the Issuer that, under
the U.S. federal securities laws, it
would have to disclose in advance to
a party effecting a purchase or sale
of the Shares.
Pledgor represents and warrants that
it is an "eligible contract
participant" as defined in Commodity
Futures Modernization Act of 2000.
Acknowledged:
CTIHC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President,
Corporate Taxes
12
