Pledge Agreement - Chelsea Court Holdings LLC, Candlelight Management LLC and Bank One NA
PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "Agreement") is dated as of March 11,
2003 and is among Chelsea Court Holdings LLC, a Delaware limited liability
company ("Chelsea"), as the limited partner in 1945/1947 Cedar River C.V. (the
"Issuer"), Candlelight Management LLC, a Delaware limited liability company
("Candlelight"; Chelsea and Candlelight are each a "Company" and collectively,
"Companies"), as the general partner in Issuer, and Bank One, N.A., as Trustee
("Trustee") under the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, Companies and Trustee have entered into an Indenture of
even date herewith (as the same may be amended, modified or supplemented from
time to time, the "Indenture") among PEI Holdings, Inc. ("PEI"), Companies,
various other affiliates of PEI, and Trustee, governing the terms of certain
Senior Secured Notes ("Notes") issued by PEI;
WHEREAS, it is required under the Indenture that each Company shall
have granted the pledge and security interests contemplated by this Agreement,
and each Company desires to grant such pledge and security interests in order to
facilitate the issuance of the Notes;
NOW, THEREFORE, in consideration of the premises set forth herein
and for other good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, each Company hereby agrees with Trustee, for the
benefit of Trustee and Holders as follows:
1. Reference to Indenture. Terms defined in the Indenture and not
otherwise defined herein shall have the respective meanings provided for in the
Indenture. In addition, "Permitted Liens" means those Liens permitted by Section
4.08 of the Indenture.
2. Pledge. To secure the payment and performance of the "Secured
Obligations" (as defined in Section 3 below), each Company hereby pledges and
hypothecates to Trustee, for the benefit of Trustee and Holders, and grants to
Trustee, for the benefit of Trustee and Holders, a security interest in, the
following (the "Pledged Collateral"):
(a) the lesser of 65% of such Company's right, title and interest as
a limited partner or general partner (as applicable) in the partnership
interests in the Issuer and 65% of total combined voting power of all
partnership interests of Issuer entitled to vote, which pledged partnership
interests of such Company as of the date hereof are identified on Schedule I
hereto (together, the " Pledged Partnership Interests") and the certificates, if
any, representing the Pledged Partnership Interests, and, subject to Section
2(b) below, distributions at any time or from time to time of cash and other
property, real, personal or mixed, from the Issuer upon complete or partial
liquidation thereof or otherwise;
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(b) 65% of all additional partnership interests and other equity
securities of Issuer at any time acquired by either Company in any manner, and
the certificates, if any, representing such additional partnership interests and
other equity securities (and any such additional partnership interests and other
equity securities shall constitute part of the Pledged Partnership Interests
under this Agreement), and all partnership interest distributions, cash
distributions, cash, instruments and other rights, property or proceeds and
products from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such partnership interests;
provided, however, any additional partnership interests, when combined with the
partnership interests already pledged, neither exceeds 65% of the partnership
interests of Issuer outstanding nor 65% of the total combined voting power of
all classes of stock of Issuer entitled to vote; and
(c) all proceeds of any of the foregoing.
3. Secured Obligations. This Agreement secures the payment and
performance of each Company's obligations under the Indenture and each Security
Document including, without limitation, this Agreement (all such debts,
obligations and liabilities of each Company being collectively called the
"Secured Obligations").
4. Delivery of Pledged Collateral. All certificates, if any,
representing or evidencing the Pledged Collateral shall, to the extent not
delivered to and held by Bank of America, N.A., as Agent ("Administrative
Agent") under the Credit Agreement in accordance with the Collateral Documents
(as defined in the Credit Agreement) ("BA Security Documents"), be delivered to
and held by or on behalf of Trustee, and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed undated instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to Trustee. Trustee shall have the right, at any time in its
discretion and without notice to either Company if an Event of Default has
occurred and is continuing to transfer to or to register in the name of Trustee
or any of its nominees any or all of the Pledged Collateral. In addition, in
connection with the exercise of the remedies pursuant to Section 12 below
following the occurrence and during the continuance of an Event of Default,
Trustee shall have the right to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.
5. Representations and Warranties. Each Company represents and
warrants as follows:
(a) Schedule I hereto completely and accurately sets forth the
number of partnership interests of Issuer being pledged hereunder by each
Company as of the date hereof. The Pledged Partnership Interests held by each
Company constitute the percentage of the issued and outstanding partnership
interests of Issuer set forth on Schedule I hereto as of the date hereof.
(b) Subject to filing UCC financing statements with the Secretary of
State in each Company's jurisdiction of organization, Trustee has a valid and
perfected second priority security interest in the Pledged Collateral, to the
extent that the Uniform Commercial
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Code is applicable thereto, free of any adverse claim, securing the payment of
the Secured Obligations subject to Permitted Liens.
(c) No consent of any other Person and no consent, authorization,
approval or other action by, and no notice to or filing with, any Governmental
Authority (as defined in the Credit Agreement) is required either (i) for the
pledge by each Company of the Pledged Collateral pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by each Company or
(ii) for the exercise by Trustee of the voting or other rights provided for in
this Agreement or the remedies in respect of the Pledged Collateral pursuant to
this Agreement (except (i) as has already been obtained or taken, (ii) as may be
required in connection with any disposition of the Pledged Collateral by laws
affecting the offering and sale of securities generally, (iii) as to which the
failure of which to obtain would not be reasonably likely to have a Material
Adverse Effect (as defined in the Security Agreement dated as of the date hereof
between Companies and Trustee) and (iv) as set forth in the Intercreditor
Agreement).
(d) None of the Pledged Partnership Interests constitutes margin
stock, as defined in Regulation U of the Board of Governors of the Federal
Reserve System.
(e) As of the date hereof, there are no certificates, instruments or
other documents evidencing the Pledged Collateral.
6. Further Assurances.
(a) Each Company will, from time to time, at such Company's expense,
and upon Trustee's reasonable request, promptly execute and deliver all further
instruments and documents and take all further action that may be reasonably
necessary, in order to perfect and protect any security interest granted or
purported to be granted hereby, to enable Trustee to exercise and enforce the
rights and remedies of Trustee hereunder with respect to any Pledged Collateral
or to carry out the provisions and purposes hereof. Without limiting the
generality of the foregoing, each Company will: (i) upon Trustee's reasonable
request, appear in and defend any action or proceeding that may affect such
Company's title to or Trustee's security interest in the Pledged Collateral; and
(ii) promptly after the purchase or other acquisition thereof, deliver to
Trustee, to the extent not delivered to and held by the Administrative Agent
pursuant to the BA Security Documents, all Pledged Partnership Interests
hereunder.
(b) Each Company will, promptly upon request, provide to Trustee all
information and evidence it may reasonably request concerning the Pledged
Collateral to enable Trustee to enforce the provisions of this Agreement.
(c) Each Company will, promptly upon the purchase or acquisition of
any additional partnership interests of Issuer, deliver to Trustee, to the
extent not delivered to and held by the Administrative Agent pursuant to the BA
Security Documents, such Pledged Partnership Interests as required by Section 4
above, together with the other documents required under Section 4 above.
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7. Voting Rights; Distributions; Etc.
(a) So long as no Event of Default shall have occurred and is
continuing and Trustee shall not have delivered to a Company notice of its
election to exercise the rights set forth in subsection (b) below:
(i) Each Company shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Pledged Collateral or any
part thereof; provided, however, that such Company shall not exercise or
shall refrain from exercising any such right if, in Trustee's reasonable
judgment, such action or inaction would have a material adverse effect on
the value of the Pledged Collateral taken as a whole or any material part
thereof.
(ii) To the extent permitted under the Indenture, each Company shall
be entitled to receive (A) any cash distributions and other cash
distributions paid or payable with respect to any of the Pledged
Collateral, and (B) any and all instruments, chattel paper and other
rights, property or proceeds and products (other than cash or checks)
received, receivable or otherwise distributed in respect of any Pledged
Collateral.
(b) If an Event of Default has occurred and is continuing:
(i) All rights of each Company to exercise the voting and other
consensual rights which such Company would otherwise be entitled to
exercise pursuant to subsection 7(a)(i), shall cease to be effective upon
notice by Trustee to such Company of Trustee's intent to exercise its
rights hereunder, and upon delivery of such notice become vested in
Trustee who shall thereupon have the sole right to exercise such voting
and other consensual rights, subject to the rights of the Administrative
Agent under the BA Security Documents and the Intercreditor Agreement. In
order to effect the foregoing, each Company hereby grants Trustee an
irrevocable proxy to vote the Pledged Collateral and each Company agrees
to execute such other proxies as Trustee shall reasonably require.
(ii) All rights of each Company to receive and retain any cash
distributions and other distributions shall cease upon notice by Trustee
to such Company and any such cash distributions or other distributions
paid or payable with respect to any of the Pledged Collateral, subject to
the rights of the Administrative Agent under the BA Security Documents and
the Intercreditor Agreement, shall be paid to Trustee and held by Trustee
to secure the Secured Obligations until the earlier of (a) such time as
such Event of Default is cured or waived and (b) such time as the Trustee
elects to apply such cash distributions and other distributions to the
Secured Obligations (any such application to be in such order and manner
set forth in Section 6.10 of the Indenture). All cash distributions and
distributions which are received by either Company contrary to the
provisions of this subsection 7(b) shall be
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received in trust for the benefit of Trustee, shall be segregated from
other funds of such Company and shall be forthwith paid over to Trustee as
Pledged Collateral in the same form as so received (with any necessary
endorsement) to the extent not paid to the Administrative Agent pursuant
to the BA Security Documents and the Intercreditor Agreement.
8. Transfers and Other Liens; Additional Partnership Interests.
(a) Except as permitted under the Indenture and the Security
Documents, each Company agrees that such Company will not (i) encumber, sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Pledged Collateral or (ii) enter into any
other contractual obligations (including without limitation any voting or
partnership agreement) which could reasonably be expected to restrict or inhibit
Trustee's rights or ability to vote or sell or otherwise dispose of the Pledged
Collateral or any part thereof after the occurrence of an Event of Default.
(b) Each Company agrees that it will not cause Issuer to issue any
partnership interests (including any warrants, options, subscriptions or other
contractual obligations for the purchase of partnership interests convertible
into partnership interests) in addition to or in substitution for the Pledged
Partnership Interests.
9. Attorney-in-Fact. Each Company hereby irrevocably appoints
Trustee as such Company's attorney-in-fact effective during the continuance of
an Event of Default, with full authority in the place and stead of such Company
and in the name of such Company, Trustee or Holders or otherwise, from time to
time in Trustee's discretion to take any action (including completion and
presentation of any proxy) and to execute any instrument that Trustee may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation (but subject to the other provisions hereof), to (i) receive,
endorse and collect all instruments made payable to such Company representing
any distribution in respect of the Pledged Collateral or any part thereof to the
extent it is also Pledged Collateral; (ii) exercise the voting and other
consensual rights pertaining to the Pledged Collateral; and (iii) sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Pledged Collateral as fully and completely as though Trustee was the
absolute owner thereof for all purposes, and to do, at Trustee's option and such
Company's expense, at any time or from time to time, all acts and things that
Trustee deems necessary to protect, preserve or realize upon the Pledged
Collateral. Each Company hereby ratifies and approves all acts of Trustee made
or taken pursuant to this Section 9. Except as specifically set forth in Section
11 hereof, neither Trustee nor any Person designated by Trustee shall be liable
for any acts or omissions or for any error of judgment or mistake of fact or
law. This power of attorney, being coupled with an interest, shall be
irrevocable until all Secured Obligations shall have been paid in full.
10. Trustee May Perform. If either Company fails to perform any
agreement contained herein, Trustee may itself perform, or cause performance of,
such agreement, and the expenses of Trustee incurred in connection therewith
shall be payable by such Company under Section 15 hereof, and be a part of the
Secured Obligations.
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11. Limitation on Duty of Trustee with Respect to the Pledged
Collateral. The powers conferred on Trustee hereunder are solely to protect its
interest in the Pledged Collateral and shall not impose any duty on it to
exercise any such powers. Except for the safe custody of any Pledged Collateral
in its possession and the accounting for monies actually received by it
hereunder, Trustee shall have no duty with respect to any Pledged Collateral in
its possession (or in the possession of any agent or bailee). Trustee shall be
deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if it takes such action for that purpose as a
Company reasonably requests in writing, but failure of Trustee to comply with
any such request at any time shall not of itself be deemed a failure to exercise
reasonable care. It is expressly agreed that Trustee shall have no
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not Trustee 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 Pledged Collateral, but Trustee may do so and,
subject to Section 15, all expenses incurred in connection therewith shall be
payable by and for the sole account of such Company.
12. Remedies upon Event of Default. If any Event of Default shall
have occurred and is continuing:
(a) Trustee may exercise in respect of the Pledged Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party under the Uniform
Commercial Code (the "UCC") in effect in the State of Illinois at that time,
whether or not the UCC applies to the affected Pledged Collateral, and Trustee
may also, without notice except as specified below, cause the Pledged Collateral
or any part thereof to be sold in one or more parcels at public or private sale,
at any exchange, broker's board or at any of Trustee's offices or elsewhere, for
cash, on credit, or for future delivery, at such price or prices and upon such
other terms as Trustee deems commercially reasonable. Each Company agrees that,
to the extent notice of sale shall be required by law, at least ten (10) days'
prior written notice to such Company of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification. At any sale of the Pledged Collateral, if permitted by law,
Trustee may bid (which bid may be, in whole or in part, in the form of discharge
of the Secured Obligations) for the purchase of the Pledged Collateral or any
portion thereof. Trustee shall not be obligated to cause to make any sale of
Pledged Collateral regardless of notice of sale having been given. Trustee may
cause to adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.
(b) Each Company recognizes that Trustee may be unable to effect a
public sale of all or part of the Pledged Collateral and may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obligated to agree, among other things, to acquire such Pledged Collateral
for their own account, for investment and not with a view to the distribution or
resale thereof. Each Company acknowledges that any such private sales may be at
prices and on terms less favorable to the seller than if sold at public
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sales and agrees that such private sales shall be deemed to have been made in a
commercially reasonable manner, and that Trustee shall be under no obligation to
delay a sale of any of the Pledged Collateral for the period of time necessary
to permit the issuing corporation of such securities to register such securities
for public sale under the Securities Act of 1933, as from time to time amended
(the "Securities Act"), or under any other requirement of law, even if the
issuing corporation would agree to do so. To the extent permitted by law, each
Company hereby specifically waives all rights of redemption, stay or appraisal
which such Company has or may have under any law now existing or hereafter
enacted.
13. Remedies Cumulative. No failure on the part of Trustee to
exercise, and no delay in exercising and no course of dealing with respect to,
any power, privilege or right under the Indenture or this Agreement or other
Security Documents shall operate as a waiver thereof; nor shall any single or
partial exercise by Trustee of any power, privilege or right under the Indenture
or this Agreement or any of the other Security Documents preclude any other or
further exercise thereof or the exercise of any other such power, privilege or
right. The powers, privileges and rights in this Agreement and the Indenture and
other Security Documents are cumulative and are not exclusive of any other
remedies provided by law.
14. Application of Proceeds. If an Event of Default has occurred and
is continuing, the proceeds of any sale of, or other realization upon, all or
any part of the Pledged Collateral shall be applied as provided in Section 6.10
of the Indenture.
15. Expenses. Each Company shall promptly pay to Trustee all
reasonable costs and expenses of Trustee (including reasonable Attorney Costs)
in connection with protecting or perfecting Trustee's security interest in the
Pledged Collateral or in connection with any matters contemplated by or arising
out of this Agreement (including without limitation the enforcement of this
Agreement), the Indenture or any of the other Security Documents.
16. Termination of Security Interests; Release of Collateral. Upon
payment and performance in full of all Secured Obligations, the security
interests granted herein shall automatically terminate and all rights to the
Pledged Collateral shall revert to each Company (as applicable). Upon such
termination of the security interests or release of any Pledged Collateral,
Trustee will, at the expense of Companies, return to each Company (as
applicable) all Pledged Collateral then in Trustee's possession and execute and
deliver to each Company (as applicable) such documents as such Company shall
reasonably request to evidence the termination of the security interests or the
release of such Pledged Collateral which has not yet theretofore been sold or
otherwise applied or released. Such release shall be without recourse or
warranty to Trustee.
17. Amendments, Waivers and Consents. No amendment, modification,
termination or waiver of any provision of this Agreement, or consent to any
departure by either Company therefrom, shall in any event be effective without
the written concurrence of Trustee and each Company.
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18. Notices. All notices, requests and other communications
hereunder shall be given to each Company at the facsimile number and address set
forth on the signature page hereof and to Trustee in accordance with Section
12.03 of the Indenture.
19. Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that neither Company may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of Trustee and each Holder.
20. Waiver. In addition to any other waivers herein, each Company
waives to the greatest extent it may lawfully do so, and agrees that it shall
not at any time insist upon, plead or in any manner whatever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, marshalling
of assets, redemption or similar law, or exemption, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance
by such Company of its obligations under, or the enforcement by Trustee of, this
Agreement. Each Company hereby waives diligence, presentment and demand (whether
for nonpayment or protest or of acceptance, maturity, extension of time, change
in nature or form of the Secured Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the
amount of, or the terms of the Secured Obligations, notice of adverse change in
such Company's or any other Person's financial condition or any other fact which
might materially increase the risk to such Company) with respect to any of the
Secured Obligations or all other demands whatsoever. Each Company hereby waives,
to the extent it may lawfully do so, any requirement on the part of any Holder
to mitigate the damages resulting from any default under any Note.
21. Applicable Law.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED, THAT EACH COMPANY AND TRUSTEE
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
INDENTURE OR ANY OTHER SECURITY DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF ILLINOIS SITTING IN COOK COUNTY, ILLINOIS OR OF THE UNITED STATES FOR
THE NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH COMPANY AND Trustee CONSENT, FOR THEMSELVES AND IN RESPECT OF
THEIR PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH COMPANY
AND Trustee IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH THEY MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THE INDENTURE OR ANY SECURITY
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DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH COMPANY AND Trustee WAIVE
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
22. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER THE INDENTURE OR ANY SECURITY DOCUMENT OR IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THE INDENTURE OR ANY SECURITY DOCUMENT, OR
THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
23. Failure or Indulgence Not Waiver; Remedies Cumulative;
Severability.
(a) No failure or delay on the part of Trustee or any Holder in the
exercise of, and no course of dealing with respect to, any power, right or
privilege under the Indenture or this Agreement or any other Security Document
shall impair such power, right or privilege or be construed to be a waiver of
any Default or Event of Default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or any other right, power or privilege. All rights and remedies
existing under the Indenture, this Agreement, the other Security Documents or by
law afforded are cumulative to, and not exclusive of, any rights or remedies
otherwise available and shall be available to Trustee until the Secured
Obligations have been indefeasibly paid in full.
(b) The invalidity, illegality or unenforceability of any provision
in or obligation under this Agreement shall not affect or impair the validity,
legality or enforceability of the remaining provisions or obligations under this
Agreement.
24. Survival of Representations. All representations and warranties
of each Company contained in this Agreement shall survive the execution and
delivery of this Agreement.
25. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.
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Witness the due execution hereof by the duly authorized officer of
the undersigned as of the day first above written.
CHELSEA COURT HOLDINGS LLC
By: Playboy TV International, LLC,
its Sole Member
By: Playboy Entertainment Group, Inc.,
its Sole Member
By /s/ Robert Campbell
----------------------------------
Its Treasurer
Address for notices:
Chelsea Court Holdings LLC
c/o PEI Holdings, Inc.
680 North Lake Shore Drive
15th Floor
Chicago, IL 60611
Tel: 312-649-1395
Fax: 312-373-2180
Attn: Senior Vice President -
Treasurer and Strategic
Planning
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CANDLELIGHT MANAGEMENT LLC
By: Playboy TV International, LLC,
its Sole Member
By: Playboy Entertainment Group, Inc.,
its Sole Member
By /s/ Robert Campbell
----------------------------------
Its Treasurer
Address for notices:
Candlelight Management LLC
c/o PEI Holdings, Inc.
680 North Lake Shore Drive
15th Floor
Chicago, IL 60611
Tel: 312-649-1395
Fax: 312-373-2180
Attn: Senior Vice President -
Treasurer and Strategic
Planning
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BANK ONE, N.A.
as Trustee
By /s/ George N. Reaves
------------------------------------
Its Vice President
Address for notices:
1 Bank One Plaza
Mail Code IL1-0430
Chicago, IL 60670-0430
Fax: 312-336-8840
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SCHEDULE I
TO PLEDGE AGREEMENT
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Ownership Percentage of Percentage of
Interest Interest Interest Pledged
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1945/1947 Cedar River C.V. 100% 65%
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