EXHIBIT 10.2
PLEDGE AGREEMENT
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THIS PLEDGE AGREEMENT ("Agreement") dated as of September 5, 2000, is
by and between SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation
("Debtor") whose address is 12851 Worldgate Drive, Herndon, Virginia 20170, and
whose Tax I.D. No. is 43-1809960, and NORTEL NETWORKS INC., a Delaware
corporation ("Secured Party"), as Administrative Agent for the "Lenders", as
that term is defined below, whose address is 2221 Lakeside Blvd., Richardson,
Texas 75082.
R E C I T A L S:
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A. Subject to the terms of that certain Credit Agreement dated as of
June 30, 2000, among Debtor, Savvis Communications Corporation, a Missouri
corporation ("Borrower"), certain of the Lenders and Secured Party (the
"Original Credit Agreement"), certain of the Lenders extended certain credit
facilities to Borrower.
B. Pursuant to that certain Amended and Restated Credit Agreement dated
as of September 5, 2000, among Debtor, Borrower, the lenders named therein
(together with their successors and assigns, the "Lenders") and Secured Party
(as such agreement may be amended, renewed, extended, restated, replaced,
substituted, supplemented or otherwise modified from time to time, the "Credit
Agreement"), the Original Credit Agreement is, concurrently herewith, being
amended and restated.
C. Debtor has directly and indirectly benefited and will directly and
indirectly benefit from the Loans evidenced and governed by the Credit Agreement
and the other transactions evidenced by and contemplated in the Loan Documents.
D. The execution and delivery of this Agreement is required by the
terms of the Credit Agreement and is a condition to the availability of the
Loans to Borrower pursuant to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Lenders to make the Loans under
the Credit Agreement, the parties hereto hereby agree as follows:
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ARTICLE 1
Definitions
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Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:
"Amendment" has the meaning specified in Section 4.6(b).
"Capital Stock" means corporate stock and any and all
securities, shares, partnership interests (whether general, limited,
special or other partnership interests), limited liability company
interests, membership interests, equity interests, participations,
rights or other equivalents (however designated) of corporate stock or
any of the foregoing issued by any entity (whether a corporation, a
partnership, a limited liability company or another entity) and
includes, without limitation, securities convertible into Capital Stock
and rights, warrants or options to acquire Capital Stock.
"Collateral" has the meaning specified in Section 2.1.
"Governmental Authority" means any nation or government, any
state, provincial or political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
"Instrument" means any "instrument," as such term is defined
in Article or Chapter 9 of the UCC, now owned or hereafter acquired by
Debtor, and, in any event, shall include all promissory notes, drafts,
bills of exchange and trade acceptances of Debtor, whether now owned or
hereafter acquired.
"Lien" means, with respect to any Property, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, tax lien, financing statement, pledge, charge,
hypothecation or other lien, charge, easement (other than any easement
not materially impairing usefulness), encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including,
without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing.
"Obligations" means the "Obligations", as such term is defined
in the Credit Agreement, and the obligations, indebtedness and
liabilities of Debtor under this Agreement and any other Loan Document
to which Debtor may be a party.
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"Person" means any individual, corporation, trust,
association, company, partnership, joint venture, limited liability
company, joint stock company, Governmental Authority or other entity.
"Pledged Shares" means 100% of the Capital Stock from time to
time owned or acquired by Debtor in any manner in the Borrower,
including without limitation, the Capital Stock identified on Schedule
2 attached hereto, or on Schedule 1 to an Amendment.
"Proceeds" means any "proceeds," as such term is defined in
Article or Chapter 9 of the UCC and, in any event, shall include, but
not be limited to, (a) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to Debtor from time to time
with respect to any of the Collateral, (b) any and all payments (in any
form whatsoever) made or due and payable to Debtor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental
Authority (or any Person acting, or purporting to act, for or on behalf
of any Governmental Authority), and (c) any and all other amounts from
time to time paid or payable under or in connection with any of the
Collateral.
"Property" means property and/or assets of all kinds, whether
real, personal or mixed, tangible or intangible (including, without
limitation, all rights relating thereto), whether owned or acquired on
or after the date hereof.
"Revised Article 9" means the Revised Article 9 of the Uniform
Commercial Code included in the 1998 official text of the Uniform
Commercial Code as approved by the American Law Institute in 1998 and
the National Conference of Commissioners on Uniform State Laws in 1999.
"Subsidiary" means, with respect to any Person, any
corporation or other entity of which at least a majority of the
outstanding shares of stock or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors (or Persons performing similar functions) of such corporation
or entity (irrespective of whether or not at the time, in the case of a
corporation, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled
by such Person or one or more of its Subsidiaries or by such Person and
one or more of its Subsidiaries.
"UCC" means the Uniform Commercial Code as in effect on or
after the date hereof in the State of New York and/or any other
jurisdiction the laws of which may be applicable to or in connection
with the creation, perfection or priority, or the effect of perfection
or non-perfection, of any Lien on any Property created or purported to
be created pursuant to this Agreement, and includes, without
limitation, Revised Article 9 if and when enacted in the State of New
York and/or any other such jurisdiction.
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"U.S." means the United States of America.
Section 1.2 Other Definitional Provisions. Terms used herein that are
defined in the Credit Agreement and are not otherwise defined herein shall have
the meanings therefor specified in the Credit Agreement. References to
"Sections," "Subsections," "Exhibits" and "Schedules" shall be to Sections,
Subsections, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided. All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms defined. All
references to statutes and regulations shall include any amendments of the same
and any successor statutes and regulations. References to particular sections of
the UCC should be read to refer also to parallel sections of the Uniform
Commercial Code as enacted in each state or other jurisdiction where any portion
of the Collateral is or may be located. Terms used herein which are defined in
the UCC, unless otherwise defined herein or in the Credit Agreement, shall have
the meanings determined in accordance with the UCC. The term "continuing",
"continuation" or "continuance" means, in reference to any Default or Event of
Default that has occurred, that such Default or Event of Default has not been
either cured to the reasonable satisfaction of the Secured Party within the
applicable grace period (if any) specified in this Agreement or the other Loan
Documents (as applicable) or waived in writing by the requisite Lenders in
accordance with Section 13.11 of the Credit Agreement.
ARTICLE 2
Security Interest
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Section 2.1 Security Interest. As collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise), Debtor hereby pledges and assigns (as
collateral) to Secured Party, and grants to Secured Party, as Administrative
Agent for the Lenders, a continuing Lien on and security interest in all of
Debtor's right, title and interest in and to the following, whether now owned or
hereafter arising or acquired and wherever located (collectively, the
"Collateral"):
(a) all of the Pledged Shares and certificates, if any,
representing the Pledged Shares, and all dividends, cash, Instruments, and other
property from time to time receivable or otherwise distributed or distributable
in respect of or in exchange for any or all of the Pledged Shares; and
(b) all cash and non-cash Proceeds and products of any of the
foregoing.
Section 2.2 Delivery of Collateral. Debtor has delivered to Secured
Party, endorsed in blank as appropriate, all Collateral the possession of which
is necessary to perfect the security interest of Secured Party therein as of the
date hereof. Furthermore, promptly upon Debtor gaining any rights in any
additional Collateral, all certificates or instruments representing or
evidencing the
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Pledged Shares or any other Collateral shall be delivered to and held by or on
behalf of Secured Party pursuant hereto in suitable form for transfer by
delivery, or accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to Secured Party.
After the occurrence and during the continuation of a Default or an Event of
Default, Secured Party shall have the right at any time to exchange certificates
or instruments representing or evidencing any Pledged Shares in its possession
for certificates or instruments of smaller or larger denominations.
ARTICLE 3
Representations and Warranties
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To induce Secured Party and the Lenders to enter into this Agreement
and the other Loan Documents, Debtor represents and warrants that:
Section 3.1 Title. Debtor is, and with respect to Collateral acquired
after the date hereof Debtor will be, the legal and beneficial owner of the
Collateral free and clear of any Lien or other encumbrance, except for those
Permitted Liens (if any) which are expressly permitted to attach to the
Collateral in accordance with the Credit Agreement and Liens in favor of Secured
Party.
Section 3.2 Financing Statements. Debtor has not signed any financing
statement, security agreement or other Lien instrument covering all or any part
of the Collateral, except as may have been filed in favor of Secured Party
pursuant to this Agreement and except for financing statements evidencing
Permitted Liens. Except as otherwise disclosed on Schedule 1 hereto, Debtor does
not do business and has not done business within the past five (5) years under a
trade name or any name other than its legal name set forth at the beginning of
this Agreement.
Section 3.3 Principal Place of Business. The principal place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books and records, is located at the address of Debtor shown at the
beginning of this Agreement.
Section 3.4 Pledged Shares.
(a) The Pledged Shares have been duly authorized and validly
issued and are fully paid and nonassessable under the laws of the
jurisdiction of incorporation of the Borrower.
(b) Debtor is the legal and beneficial owner of the Pledged
Shares, free and clear of any Lien (other than the Lien created by this
Agreement), and Debtor has not sold, granted any option with respect
to, assigned, transferred or otherwise disposed of any of its rights or
interest in or to the Pledged Shares.
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(c) On the date hereof, the Pledged Shares constitute the
percentage of the issued and outstanding Capital Stock of the Borrower
indicated on Schedule 1, as such Schedule 1 may from time to time be
supplemented, amended or modified.
Section 3.5 Benefit. Debtor expects to derive substantial benefit (and
Debtor may reasonably be expected to derive substantial benefit), directly and
indirectly, from the Loans and the other transactions contemplated by the Credit
Agreement. Debtor will receive reasonably equivalent value in exchange for the
Collateral being provided by it pursuant to the Loan Documents to which it is a
party as security for the payment and performance of the Obligations.
ARTICLE 4
Covenants
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Debtor covenants and agrees with Secured Party that until the
Obligations are paid and performed in full, the obligations of Secured Party
under the Loan Documents and all Commitments of the Lenders have expired or have
been terminated:
Section 4.1 Encumbrances. Except as otherwise permitted by the terms of
the Credit Agreement relating to disposition of assets, Debtor shall not create,
permit or suffer to exist, and shall defend the Collateral against, any Lien or
other encumbrance on the Collateral except for those Permitted Liens (if any)
which are expressly permitted to attach to the Collateral in accordance with the
Credit Agreement, and shall defend Debtor's rights in the Collateral and Secured
Party's pledge and collateral assignment of and security interest in the
Collateral against the claims and demands of all Persons. Subject to the
creation or existence of Permitted Liens under the Credit Agreement, Debtor
shall do nothing to impair the rights of Secured Party in the Collateral.
Section 4.2 Further Assurances. At any time and from time to time, upon
the request of Secured Party, and at the sole expense of Debtor, Debtor shall
promptly execute and deliver all such further agreements, documents, and
instruments and take such further action as Secured Party may deem necessary or
appropriate to preserve and perfect its security interest in and pledge and
collateral assignment of the Collateral and carry out the provisions and
purposes of this Agreement or to enable Secured Party to exercise and enforce
its rights and remedies hereunder with respect to any of the Collateral. Without
limiting the generality of the foregoing, Debtor shall, subject to the terms of
the Credit Agreement, (a) execute and deliver to Secured Party such financing
statements as Secured Party may from time to time require, (b) take such action
as Secured Party may request to permit Secured Party to have control over any
Collateral, (c) deliver to Secured Party all Collateral the possession of which
is necessary to perfect the security interest therein, duly endorsed and/or
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to Secured Party; and (d) execute and deliver to
Secured Party such other agreements, documents, and instruments as Secured Party
may require to perfect and maintain the validity,
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effectiveness, and priority of the Liens intended to be created by this
Agreement or any other Loan Document. In the event Debtor ever fails, upon
request of Secured Party, to promptly (and in any event within two days of such
request) execute and file one or more financing or continuation statements,
and/or amendments thereto, relating to all or any part of the Collateral, Debtor
authorizes Secured Party to file financing or continuation statements, and/or
amendments thereto without the signature of Debtor where permitted by law. A
carbon, photographic or other reproduction of this Agreement or of any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement and may be filed as a financing statement.
Section 4.3 Corporate Changes. Debtor shall not change its name,
identity or corporate structure in any manner that might make any financing
statement filed in connection with this Agreement seriously misleading unless
Debtor shall have given Secured Party thirty (30) days prior written notice
thereof and shall have taken all action deemed necessary or appropriate by
Secured Party to protect its Liens and the perfection and priority thereof.
Debtor shall not change its principal place of business, chief executive office
or the place where it keeps its books and records unless it shall have given
Secured Party thirty (30) days prior written notice thereof and shall have taken
all action deemed necessary or appropriate by Secured Party to cause its
security interest in the Collateral to be perfected with the priority required
by this Agreement.
Section 4.4 Notification. Debtor shall promptly notify Secured Party of
(a) any Lien, encumbrance or claim (other than Permitted Liens) that has
attached to or been made or asserted against any of the Collateral, (b) any
material change in any of the Collateral, including, without limitation, any
material damage to or loss of Collateral, and (c) the occurrence of any other
event or condition (including, without limitation, matters as to Lien priority)
that could reasonably be expected to have a material adverse effect on the
Collateral or the security interest created hereunder.
Section 4.5 Voting Rights, Distributions, Etc.
(a) So long as no Event of Default shall have occurred and be
continuing:
(i) Debtor shall be entitled to exercise any and all
voting and other consensual rights (including, without
limitation, the right to give consents, waivers and
notifications in respect of any of the Pledged Shares)
pertaining to any of the Collateral or any part thereof; and
(ii) Unless an Event of Default shall have occurred
and be continuing, Debtor shall be entitled to receive and
retain any and all dividends and interest paid in respect of
any of the Collateral to the extent permitted by the Credit
Agreement; provided, however, that any and all
(A) Restricted Payments paid or payable in
violation of the terms of the Credit Agreement,
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(B) Restricted Payments paid or payable
other than in cash in respect of, and instruments and
other Property received, receivable or otherwise
distributed in respect of, or in exchange for, any
Collateral,
(C) Restricted Payments hereafter paid or
payable in cash in respect of any Collateral in
connection with a partial or total liquidation or
dissolution or in connection with a reduction of
capital, capital surplus or paid-in-surplus, and
(D) cash paid, payable or otherwise
distributed in redemption of, or in exchange for, any
Collateral,
shall be, and shall be forthwith delivered to Secured Party to hold as,
Collateral and shall, if received by Debtor, be received in trust for
the benefit of Secured Party, be segregated from the other Property or
funds of Debtor and be forthwith delivered to Secured Party as
Collateral in the same form as so received (with any necessary
endorsement). All amounts (other than amounts described in clauses
(ii)(A) through (D) above) received by Secured Party in respect of any
Collateral shall be either (1) promptly released to Debtor, so long as
no Default or Event of Default shall have occurred and be continuing or
(2) if any Default or Event of Default shall have occurred and be
continuing, held by Secured Party and (if an Event of Default shall
have occurred and be continuing) applied as provided by the Credit
Agreement. During the continuance of any Default, any dividends,
interest or other distributions (whether in cash, securities, Property
or otherwise) received by Debtor with respect to any Collateral shall
be held by Debtor in trust for the benefit of Secured Party and, during
the continuance of any Event of Default, upon the request of Secured
Party, shall be delivered promptly to Secured Party to hold as
Collateral, as Secured Party may in its discretion determine. If such
Event of Default is waived or cured to the satisfaction of Secured
Party, any such distributions received by Secured Party (except those
of the types described in clauses (ii)(A) through (D) above which shall
not be released to Debtor) shall be returned promptly to Debtor
(provided that no other Default or Event of Default exists). If such
Default remains uncured and becomes an Event of Default, any such
distributions will be applied by Secured Party as provided in the
Credit Agreement.
(b) Upon the occurrence and during the continuance of an Event
of Default:
(i) Secured Party may, without notice to Debtor,
transfer or register in the name of Secured Party or any of
its nominees any or all of the Collateral, as applicable, the
proceeds thereof (in cash or otherwise) and all liens,
security, rights, remedies and claims of Debtor with respect
thereto held by Secured Party hereunder, and Secured Party or
its nominee may thereafter, after delivery of notice to
Debtor, exercise all voting and corporate rights at any
meeting of any corporation, partnership
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or other business entity issuing any of the Collateral and any
and all rights of conversion, exchange, subscription or any
other rights, privileges or options pertaining to any of the
Collateral as if it were the absolute owner thereof,
including, without limitation, the right to exchange at its
discretion any and all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other
readjustment of any corporation, partnership or other business
entity issuing any of such Collateral or upon the exercise by
the Borrower or Secured Party of any right, privilege or
option pertaining to any of the Collateral, and in connection
therewith, to deposit and deliver any and all of the
Collateral with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and
conditions as it may determine, all without liability except
to account for Property actually received by it, but Secured
Party shall have no duty to exercise any of the aforesaid
rights, privileges or options, and neither Secured Party nor
any Lender shall be responsible for any failure to do so or
delay in so doing.
(ii) All rights of Debtor to exercise the voting and
other consensual rights which it would otherwise be entitled
to exercise pursuant to Section 4.5(a)(i) and to receive the
dividends, interest and other distributions which it would
otherwise be authorized to receive and retain pursuant to
Section 4.5(a)(ii) shall be suspended until such Event of
Default shall no longer exist, and all such rights shall,
until such Event of Default shall no longer exist, thereupon
become vested in Secured Party which shall thereupon have the
sole right to exercise such voting and other consensual rights
and to receive and hold as Collateral such dividends, interest
and other distributions.
(iii) All dividends, interest and other distributions
which are received by Debtor contrary to the provisions of
this Section 4.5(b) shall be received in trust for the benefit
of Secured Party, shall be segregated from other funds of
Debtor and shall be forthwith paid over to Secured Party as
Collateral in the same form as so received (with any necessary
endorsement).
(iv) Debtor shall execute and deliver (or cause to be
executed and delivered) to Secured Party all such proxies and
other instruments as Secured Party may request for the purpose
of enabling Secured Party to exercise the voting and other
rights which it is entitled to exercise pursuant to this
Section 4.5(b) and to receive the dividends, interest and
other distributions which it is entitled to receive and retain
pursuant to this Section 4.5(b). The foregoing shall not in
any way limit Secured Party's power and authority granted
pursuant to Section 5.1.
Section 4.6 Transfers and Other Liens; Additional Investments.
(a) Except as may be expressly permitted by the terms of the
Credit Agreement, Debtor shall not grant any option with respect to,
exchange, sell or otherwise dispose of any
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of the Collateral or create or permit to exist any Lien upon or with
respect to any of the Collateral except for the Liens created hereby
and Permitted Liens.
(b) Debtor agrees that it will (i) cause the Borrower not to
issue any Capital Stock, notes or other securities or instruments in
addition to or in substitution for any of the Pledged Shares, except
(A) with prior written notice to Secured Party, to Debtor or (B) with
the written consent of Secured Party, to any Person other than Debtor,
(ii) pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all such Capital Stock, notes or other
securities or instruments, and (iii) promptly (and in any event within
three Business Days) deliver to Secured Party an Amendment, duly
executed by Debtor, in substantially the form of Exhibit A (an
"Amendment"), in respect of such Capital Stock, notes or other
securities or instruments, together with all certificates, notes or
other securities or instruments representing or evidencing the same.
Debtor hereby (1) authorizes Secured Party to attach each Amendment to
this Agreement, (2) agrees that all such Capital Stock, notes or other
securities or instruments listed on any Amendment delivered to Secured
Party shall for all purposes hereunder constitute Pledged Shares, and
(3) is deemed to have made, upon such delivery, the representations and
warranties contained in Article 3 with respect to such Pledged Shares.
Section 4.7 Possession; Reasonable Care. Regardless of whether a
Default or an Event of Default has occurred or is continuing, Secured Party
shall have the right to hold in its possession all Pledged Shares pledged,
assigned or transferred hereunder and from time to time constituting a portion
of the Collateral. Secured Party may, from time to time, in its sole discretion,
appoint one or more agents (which in no case shall be Debtor or an Affiliate of
Debtor) to hold physical custody, for the account of Secured Party, of any or
all of the Pledged Shares. Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Shares in its
possession if the Pledged Shares are 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 (a) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Shares, whether or not Secured Party has
or is deemed to have knowledge of such matters, or (b) taking any necessary
steps to preserve rights against any parties with respect to any Collateral.
Following the occurrence and during the continuation of an Event of Default,
Secured Party shall be entitled to take possession of all Collateral.
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ARTICLE 5
Rights of Secured Party
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Section 5.1 Power of Attorney. Debtor hereby irrevocably constitutes
and appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the name of Debtor or in its own name, to take, after the
occurrence and during the continuance of an Event of Default, any and all action
and to execute any and all documents and instruments which Secured Party at any
time and from time to time deems necessary or desirable to accomplish the
purposes of this Agreement and, without limiting the generality of the
foregoing, Debtor hereby gives Secured Party the power and right on behalf of
Debtor and in its own name to do any of the following after the occurrence and
during the continuance of an Event of Default, without notice to or the consent
of Debtor:
(a) to demand, sue for, collect or receive, in the name of
Debtor or in its own name, any money or Property at any time payable or
receivable on account of or in exchange for any of the Collateral and,
in connection therewith, endorse checks, notes, drafts, acceptances,
money orders, documents of title or any other instruments for the
payment of money under the Collateral;
(b) to pay or discharge taxes, Liens or other encumbrances
levied or placed on or threatened against the Collateral;
(c) (i) to receive payment of and receipt for any and all
monies, claims and other amounts due and to become due at any time in
respect of or arising out of any Collateral; (ii) to sign and endorse
any assignments, proxies, stock powers, verifications and notices
relating to the Collateral; (iii) to commence and prosecute any suit,
action or proceeding at law or in equity in any court of competent
jurisdiction to collect the Collateral or any part thereof and to
enforce any other right in respect of any Collateral; (iv) to defend
any suit, action or proceeding brought against Debtor with respect to
any Collateral; (v) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such
discharges or releases as Secured Party may deem appropriate; (vi) to
exchange any of the Collateral for other Property upon any merger,
consolidation, reorganization, recapitalization or other readjustment
of the Borrower and, in connection therewith, deposit any of the
Collateral with any committee, depositary, transfer agent, registrar or
other designated agency upon such terms as Secured Party may determine;
(vii) to add or release any guarantor, indorser, surety or other party
to any of the Collateral; (viii) to renew, extend or otherwise change
the terms and conditions of any of the Collateral; (ix) to make,
settle, compromise or adjust any claims under or pertaining to any of
the Collateral; and (x) to sell, transfer, pledge, convey, make any
agreement with respect to or otherwise deal with any of the Collateral
as fully and completely as though Secured Party were the absolute owner
thereof for all purposes, and to do, at Secured Party's option and
Debtor's expense, at any
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time, or from time to time, all acts and things which Secured Party
deems necessary to protect, preserve, maintain or realize upon the
Collateral and Secured Party's security interest therein.
This power of attorney is a power coupled with an interest and shall be
irrevocable until this Agreement is terminated in accordance with its terms.
Secured Party shall be under no duty to exercise or withhold the exercise of any
of the rights, powers, privileges and options expressly or implicitly granted to
Secured Party in this Agreement, and shall not be liable for any failure to do
so or any delay in doing so. Neither Secured Party nor any Person designated by
Secured Party shall be liable for any act or omission or for any error of
judgment or any mistake of fact or law except for gross negligence or willful
misconduct or as set forth in Section 4.7. This power of attorney is conferred
on Secured Party solely to protect, preserve, maintain and realize upon its
security interest in the Collateral. Secured Party shall not be responsible for
any decline in the value of the Collateral and shall not be required to take any
steps to preserve rights against prior parties or to protect, preserve or
maintain any Lien given to secure the Collateral.
Section 5.2 Performance by Secured Party. If Debtor shall fail to
perform any covenant or agreement contained in this Agreement, Secured Party may
perform or attempt to perform such covenant or agreement on behalf of Debtor. In
such event, Debtor shall, at the request of Secured Party, promptly pay any
amount expended by Secured Party in connection with such performance or
attempted performance to Secured Party, together with interest thereon at the
Default Rate from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that Secured Party shall not have any liability or
responsibility for the performance of any indebtedness, liability or obligation
of Debtor under this Agreement.
ARTICLE 6
Default
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Section 6.1 Rights and Remedies. If an Event of Default shall have
occurred and be continuing, Secured Party shall have the following rights and
remedies with respect to the Collateral (subject to Section 6.3):
(a) In addition to all other rights and remedies granted to
Secured Party in this Agreement or in any other Loan Document or by
applicable law, Secured Party shall have all of the rights and remedies
of a secured party under the UCC (whether or not the UCC applies to the
affected Collateral) and Secured Party may also, without notice except
as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's board
or at any of Secured Party's offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as Secured Party may
deem
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commercially reasonable or otherwise as may be permitted by law.
Without limiting the generality of the foregoing, Secured Party may
sell, lease or otherwise dispose of the Collateral, or any part
thereof, in one or more parcels at public or private sale or sales, at
Secured Party's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as Secured Party may deem
commercially reasonable or otherwise as may be permitted by law.
Secured Party shall have the right at any public sale or sales, and, to
the extent permitted by applicable law, at any private sale or sales,
to bid (which bid may be, in whole or in part, in the form of
cancellation of indebtedness) and become a purchaser of the Collateral
or any part thereof free of any right or equity of redemption on the
part of Debtor, which right or equity of redemption is hereby expressly
waived and released by Debtor. Upon the request of Secured Party,
Debtor shall assemble the Collateral and make it available to Secured
Party at any place designated by Secured Party that is reasonably
convenient to Debtor and Secured Party. Debtor agrees that Secured
Party shall not be obligated to give more than five days prior written
notice of the time and place of any public sale or of the time after
which any private sale may take place and that such notice shall
constitute reasonable notice of such matters. Secured Party shall not
be obligated to make any sale of Collateral if it shall determine not
to do so, regardless of the fact that notice of sale of Collateral may
have been given. Secured Party may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for sale,
and such sale may, without further notice, be made at the time and
place to which the same was so adjourned. Debtor shall be liable for
all expenses of retaking, holding, preparing for sale or the like, and
all attorneys' fees, legal expenses and other costs and expenses
incurred by Secured Party in connection with the collection of the
Obligations and the enforcement of Secured Party's rights under this
Agreement. Debtor shall remain liable for any deficiency if the
Proceeds of any sale or other disposition of the Collateral applied to
the Obligations are insufficient to pay the Obligations in full.
Secured Party may apply the Collateral against the Obligations in such
order and manner as Secured Party may elect in its sole discretion.
Debtor waives all rights of marshaling, valuation and appraisal in
respect of the Collateral. Any cash held by Secured Party as Collateral
and all cash proceeds received by Secured Party in respect of any sale
of, collection from or other realization upon all or any part of the
Collateral may, in the discretion of Secured Party, be held by Secured
Party as collateral for, and then or at any time thereafter applied in
whole or in part by Secured Party against, the Obligations in such
order as Secured Party shall select. Any surplus of such cash or cash
proceeds and interest accrued thereon, if any, held by Secured Party
and remaining after payment in full of all the Obligations shall be
paid over to Debtor or to whomsoever may be lawfully entitled to
receive such surplus; provided that Secured Party shall have no
obligation to invest or otherwise pay interest on any amounts held by
it in connection with or pursuant to this Agreement.
13
<PAGE>
(b) Secured Party may cause any or all of the Collateral held
by it to be transferred into the name of Secured Party or the name or
names of Secured Party's nominee or nominees.
(c) Secured Party may exercise any and all rights and remedies
of Debtor under or in respect of the Collateral, including, without
limitation, any and all rights of Debtor to demand or otherwise require
payment of any amount under, or performance of any provision of, any of
the Collateral and any and all voting rights and corporate powers in
respect of the Collateral.
(d) Secured Party may collect or receive all money or property
at any time payable or receivable on account of or in exchange for any
of the Collateral, but shall be under no obligation to do so.
(e) On any sale of the Collateral, Secured Party is hereby
authorized to comply with any limitation or restriction with which
compliance is necessary, in the view of Secured Party's counsel, in
order to avoid any violation of applicable law or in order to obtain
any required approval of the purchaser or purchasers by any applicable
Governmental Authority.
Section 6.2 Registration Rights, Private Sales, Etc.
(a) If Secured Party shall determine to exercise its right to
sell all or any of the Collateral pursuant to Section 6.1, Debtor
agrees that, upon the request of Secured Party (which request may be
made by Secured Party in its sole discretion), Debtor will, at its own
expense:
(i) execute and deliver, and cause the Borrower and
the directors and officers thereof to execute and deliver, all
such agreements, documents and instruments, and do or cause to
be done all such other acts and things, as may be reasonably
necessary or, in the reasonable opinion of Secured Party,
advisable to register such Collateral under the provisions of
the Securities Act (as hereinafter defined) and use its best
efforts to cause the registration statement relating thereto
to become effective and to remain effective for such period as
prospectuses are required by law to be furnished and to make
all amendments and supplements thereto and to the related
prospectus which, in the opinion of Secured Party, are
necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission
applicable thereto;
(ii) if reasonably necessary or, in the reasonable
opinion of Secured Party, advisable, use its best efforts to
qualify such Collateral under all applicable state securities
or "Blue Sky" laws and to obtain all necessary governmental
approvals for the sale of such Collateral, as requested by
Secured Party;
14
<PAGE>
(iii) if reasonably necessary or, in the reasonable
opinion of Secured Party, advisable, cause the Borrower to
make available to its security holders, as soon as
practicable, an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act;
(iv) do or cause to be done all such other acts and
things as may be reasonably necessary or appropriate to make
such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law; and
(v) bear all reasonable costs and expenses, including
reasonable attorneys' fees, of carrying out its obligations
under this Section 6.2.
(b) Debtor recognizes that Secured Party may be unable to
effect a public sale of any or all of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as
amended from time to time (the "Securities Act") and applicable state
securities laws but may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire such Collateral for their own
account for investment and not with a view to the distribution or
resale thereof. Debtor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall, to the extent
permitted by law, be deemed to have been made in a commercially
reasonable manner. Neither Secured Party nor the Lenders shall be under
any obligation to delay a sale of any of the Collateral for the period
of time necessary to permit the Borrower to register such securities
under the Securities Act or under any applicable state securities laws,
even if the Borrower would agree to do so.
(c) Debtor further agrees to do or cause to be done, to the
extent that Debtor may do so under applicable law, all such other acts
and things as may be necessary to make such sales or resales of any
portion or all of the Collateral valid and binding and in compliance
with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having
jurisdiction over any such sale or sales, all at Debtor's expense.
Debtor further agrees that a breach of any of the covenants contained
in this Section 6.2 will cause irreparable injury to Secured Party and
the Lenders and that Secured Party and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this Section 6.2 shall be
specifically enforceable against Debtor, and Debtor hereby waives and
agrees, to the fullest extent permitted by law, not to assert as a
defense against an action for specific performance of such covenants
that (i) Debtor's failure to perform such covenants will not cause
irreparable injury to Secured Party and the Lenders or (ii) Secured
Party and the Lenders have an adequate remedy at law in respect of such
15
<PAGE>
breach. Debtor further acknowledges the impossibility of ascertaining
the amount of damages which would be suffered by Secured Party and the
Lenders by reason of a breach of any of the covenants contained in this
Section 6.2 and, consequently, agrees that, if Debtor shall breach any
of such covenants and Secured Party or any Lender shall sue for damages
for such breach, Debtor shall pay to Secured Party or such Lender, as
liquidated damages and not as a penalty, an aggregate amount equal to
the value of the Collateral on the date Secured Party or such Lender
shall demand compliance with this Section 6.2.
(d) DEBTOR HEREBY AGREES TO INDEMNIFY, PROTECT AND SAVE
HARMLESS SECURED PARTY AND THE LENDERS AND ANY CONTROLLING PERSONS
THEREOF WITHIN THE MEANING OF THE SECURITIES ACT FROM AND AGAINST ANY
AND ALL LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES (INCLUDING
COUNSEL FEES AND DISBURSEMENTS) ARISING UNDER THE SECURITIES ACT, THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, ANY APPLICABLE STATE
SECURITIES STATUTE, OR AT COMMON LAW, OR PURSUANT TO ANY OTHER
APPLICABLE LAW IN CONNECTION WITH THE SALE OF ANY SECURITIES OR THE
EXERCISE OF ANY OTHER RIGHT OR REMEDY OF SECURED PARTY, INSOFAR AS SUCH
LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT OF, OR ARE
BASED UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT MADE BY ANY LOAN PARTY IN CONNECTION WITH THE SALE OR
PROPOSED SALE OF ANY PART OF THE COLLATERAL, OR ARISES OUT OF, OR IS
BASED UPON, THE OMISSION OR ALLEGED OMISSION BY ANY LOAN PARTY TO STATE
A MATERIAL FACT REQUIRED TO BE STATED IN CONNECTION THEREWITH OR
NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING; PROVIDED,
HOWEVER, THAT DEBTOR SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT
THAT ANY SUCH LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT
OF, OR ARE BASED UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OR OMISSION OR ALLEGED OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY
WITH WRITTEN INFORMATION FURNISHED TO DEBTOR BY SECURED PARTY OR ANY
LENDER SPECIFICALLY FOR INCLUSION IN CONNECTION THEREWITH. THE
FOREGOING INDEMNITY AGREEMENT IS IN ADDITION TO ANY INDEBTEDNESS,
LIABILITY OR OBLIGATION THAT DEBTOR MAY OTHERWISE HAVE TO SECURED
PARTY, ANY LENDER OR ANY CONTROLLING PERSON THEREOF.
Section 6.3 Compliance with Laws. Notwithstanding anything to the
contrary contained in any Loan Document or in any other agreement, instrument or
document executed by Debtor and delivered to Secured Party, Secured Party will
not take any action pursuant to this Agreement or any document referred to
herein which would constitute or result in any change of control (whether de
jure or de facto) of Borrower if such change of control would require, under
then existing law, the
16
<PAGE>
prior approval of the FCC or any other Governmental Authority without first
obtaining such prior approval of the FCC or other Governmental Authority. Upon
the occurrence of an Event of Default or at any time thereafter during the
continuance thereof, subject to the terms and conditions of this Agreement,
Debtor agrees to take any action which Secured Party may request in order to
obtain from the FCC or such other Governmental Authority such approval as may be
necessary to enable Secured Party to exercise and enjoy the full rights and
benefits granted to Secured Party by this Agreement and the other documents
referred to above, including specifically, at the cost and expense of Debtor,
the use of Debtor's best efforts to assist in obtaining approval of the FCC or
such other Governmental Authority for any action or transaction contemplated by
this Agreement for which such approval is or shall be required by law, and
specifically, without limitation, upon request, to prepare, sign and file with
the FCC or such other Governmental Authority the assignor's or transferor's
portion of any application or applications for consent to the assignment of
license or transfer of control necessary or appropriate under the FCC's or such
other Governmental Authority's rules and regulations for approval of (a) any
sale or other disposition of the Collateral by or on behalf of Secured Party, or
(b) any assumption by Secured Party of voting rights in the Collateral effected
in accordance with the terms of this Agreement.
ARTICLE 7
Miscellaneous
-------------
Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of
Secured Party to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided for in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.
Section 7.2 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Debtor and Secured Party and their respective
heirs, successors and permitted assigns, except that Debtor may not assign any
of its rights, indebtedness, liabilities or obligations under this Agreement
without the prior written consent of Secured Party.
Section 7.3 Entire Agreement; Amendment . THIS AGREEMENT EMBODIES THE
FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be
amended or waived only by an instrument in writing signed by the parties hereto.
17
<PAGE>
Section 7.4 Notices. All notices and other communications provided for
in this Agreement shall be given or made, and shall be deemed effective, as
provided in the Credit Agreement.
Section 7.5 Governing Law; Submission to Jurisdiction; Service of
Process. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN THE CREDIT
AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES) AND EACH OF THE PARTIES HERETO CHOOSE THE LAWS OF THE STATE OF NEW
YORK TO GOVERN THIS AGREEMENT PURSUANT TO N.Y. GEN. OBLIG. LAW SECTION 5-1401
(CONSOL. 1995) AND APPLICABLE LAWS OF THE U.S. DEBTOR HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF EACH OF (A) THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, (B) ANY NEW YORK STATE COURT SITTING IN NEW YORK,
NEW YORK, (C) THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, AND
(D) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF
ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. DEBTOR
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO DEBTOR AT ITS ADDRESS FOR
NOTICES SET FORTH UNDERNEATH ITS SIGNATURE HERETO. DEBTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 7.6 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.
Section 7.7 Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by Secured Party shall affect the
representations and warranties or the right of Secured Party to rely upon them.
Section 7.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18
<PAGE>
Section 7.9 Waiver of Bond. In the event Secured Party seeks to take
possession of any or all of the Collateral by judicial process, Debtor hereby
irrevocably waives any bonds and any surety or security relating thereto that
may be required by applicable law as an incident to such possession, and waives
any demand for possession prior to the commencement of any such suit or action.
Section 7.10 Severability. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 7.11 Construction. Debtor and Secured Party acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by Debtor and Secured
Party.
Section 7.12 Termination. If all of the Obligations shall have been
paid and performed in full and all Commitments of the Lenders shall have expired
or terminated, Secured Party shall, upon the written request of Debtor, promptly
execute and deliver to Debtor a proper instrument or instruments acknowledging
the release and termination of the security interests created by this Agreement,
and shall duly assign and deliver to Debtor (without recourse and without any
representation or warranty, except as may be set forth in Section 4.7 and
Section 5.1) such of the Collateral as may be in the possession of Secured Party
and has not previously been sold or otherwise applied pursuant to this
Agreement.
Section 7.13 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SECURED
PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.
[The remainder of this page has been intentionally left blank.]
19
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.
DEBTOR:
SAVVIS COMMUNICATIONS CORPORATION,
a Delaware corporation
By: /s/ David J. Frear
-------------------------------------------------
Name: David J. Frear
Title: Executive Vice President, Chief Financial Officer
SECURED PARTY:
-------------
NORTEL NETWORKS INC.,
as Administrative Agent
By: /s/ Mitchell L. Stone
-------------------------------------------------
Name: Mitchell L. Stone
Title: Director, Customer Finance
20
<PAGE>
STATE OF Virginia
--------
ss.
COUNTY OF Fairfax
-------
This instrument was acknowledged before me this 14th day of September,
2000, by David J. Frear, the Executive Vice President, Chief Financial Officer
of SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, on behalf of such
corporation.
[SEAL] /s/ Inga C. Tracy
-----------------
Notary Public in and for the State of Virginia
Print Name: Inga C. Tracy
My commission expires: 30 April 2004
--------------
STATE OF Texas ss.
-----
ss.
COUNTY OF Dallas ss.
------
This instrument was acknowledged before me this 13th day of September,
2000, by Mitchell L. Stone, the Director, Customer Finance of NORTEL NETWORKS
INC., a Delaware corporation, on behalf of such corporation.
[SEAL] /s/ Diana L. Irish
------------------
Notary Public in and for the State of Texas
Print Name: Diana L. Irish
My commission expires: 7/05/02
--------
<PAGE>
SCHEDULE 1
TRADE AND OTHER NAMES
Savvis Holdings Corporation
Savvis Acquisition Corp.
<PAGE>
SCHEDULE 2
PLEDGED SHARES
<TABLE>
<CAPTION>
========================= ========================= ================= =================== ==========================
Percentage of
Number of Shares Outstanding Shares or
Class of or Interests Interests
Capital Stock Certificate No(s). Par Value
========================= ========================= ================= =================== ==========================
<S> <C> <C> <C> <C>
Common R41 $.001 1,606,682 100%
------------------------- ------------------------- ----------------- ------------------- --------------------------
========================= ========================= ================= =================== ==========================
</TABLE>
<PAGE>
EXHIBIT A
---------
FORM OF AMENDMENT
<PAGE>
AMENDMENT TO PLEDGE AGREEMENT
-----------------------------
This Amendment, dated _______________, _____, is delivered pursuant to
Section 4.6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Amendment may be attached to that certain Pledge Agreement,
dated as of September 5, 2000 (the "Pledge Agreement"), between the undersigned
and Nortel Networks Inc., as Secured Party, and that the Capital Stock listed on
Schedule 1 annexed hereto shall be and become part of the Collateral referred to
in the Pledge Agreement and shall secure payment and performance of all
Obligations as provided in the Pledge Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings therefor provided in the Pledge Agreement.
SAVVIS COMMUNICATIONS CORPORATION,
a Delaware corporation
By: ______________________________
Name: ____________________________
Title: ___________________________
<PAGE>
Schedule 1
to
Amendment to Pledge Agreement
-----------------------------
<TABLE>
<CAPTION>
========================= ========================= ================= =================== ==========================
Percentage of
Number of Shares Outstanding Shares or
Class of or Interests Interests
Capital Stock Certificate No(s). Par Value
========================= ========================= ================= =================== ==========================
------------------------- ------------------------- ----------------- ------------------- --------------------------
<S> <C> <C> <C> <C>
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------
========================= ========================= ================= =================== ==========================
</TABLE>
