Pledge and Security Agreement - WorldCom Inc. and Bernard J. Ebbers
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement"), is executed and
delivered as of the 18th day of April, 2002, by Bernard J. Ebbers ("Debtor"), in
favor of WorldCom, Inc. ("Lender").
RECITALS
A. Debtor is the owner of the issued and outstanding shares of common
stock or membership interests of those companies (collectively, the "Additional
Assets") described as issuers on SCHEDULE A attached hereto and incorporated
herein by this reference; and
B. Debtor has agreed to execute and deliver this Agreement pursuant to
the letter agreement dated April 2, 2002 between Debtor and Lender (the "Letter
Agreement"), and Lender has agreed to extend credit to and make certain
financial accommodations on behalf of Debtor in reliance on this Agreement.
NOW, THEREFORE, in consideration of the foregoing, Debtor agrees
with Lender as follows:
1. GRANT OF SECURITY. To secure the prompt payment and full and
faithful performance of the Liabilities, whether direct, contingent, fixed or
otherwise, now or from time to time arising, with respect to the Guaranty, the
Promissory Notes or the Letter Agreement (each as may be amended, modified,
supplemented, or replaced, the "Loan Agreements"), Debtor grants to Lender a
security interest in and to, and pledges and assigns to Lender, under Articles 8
and 9 of the Uniform Commercial Code (as defined in Section 14 of this
Agreement, the "UCC"), all of Debtor's now owned and hereafter acquired right,
title, share and interest in, to and under:
(a) the issued and outstanding shares of common stock
or membership interests of the Additional Assets (other than Joshua
Holdings LLC ("Holdings"));
(b) until the restrictions set forth in Section 4.42
of the Amended and Restated Loan Agreement dated as of February 15,
2000 (the "Travelers Loan Agreement") between Joshua Timberlands LLC
("Timberlands") and The Travelers Insurance Company ("Travelers") shall
have been terminated, amended or waived to eliminate the restrictions
on Debtor's transfer of his membership interests in Holdings, all of
Debtor's membership interests in Holdings, which constitute 86.25% of
the total outstanding membership interests of Holdings, except for 65%
of the total outstanding membership interests of Holdings;
(c) effective upon the termination, amendment or
waiver of the restrictions set forth in Section 4.42 of the Travelers
Loan Agreement, Debtor's remaining 65% of the total outstanding
membership interests of Holdings, without any action required on the
part of Debtor or Lender (the common stock and membership interests
described in the foregoing paragraphs (a) and (b) and this paragraph
(c) are collectively referred to herein as the "Pledged Interests");
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(d) together with any and all distributions, whether
in cash or in kind, upon or in connection with the Pledged Interests,
whether such distributions or payments are dividends, are in partial or
complete liquidation, or are the result of reclassification,
readjustment or other changes in the capital structure of the entity
issuing the same, or otherwise, and any and all subscriptions,
warrants, options and other rights issued upon and/or in connection
therewith;
(e) any and all substitutions, renewals, improvements
and replacements of the Pledged Interests and additions thereto;
(f) all Promissory Notes, Instruments, Chattel Paper,
General Intangibles (including Payment Intangibles), contract rights,
and all other forms of obligations respecting the rights of Debtor to
the payment of money from any of the Additional Assets ("collectively,
the Company Obligations"); and
(g) all Proceeds arising from any of the foregoing.
All of the foregoing items are referred to herein individually and/or
collectively as the "Collateral". Capitalized terms not otherwise defined herein
or in the Letter Agreement shall have the meaning given them in the UCC.
2. PERFECTION. To perfect the Lender's security interest in the
Collateral:
(a) Debtor hereby irrevocably authorizes the Lender
at any time and from time to time to file in any appropriate
jurisdiction any UCC financing statements or amendments thereto.
(b) Debtor is delivering to the Lender the Pledged
Interests evidenced by certificated securities, if any, together with
irrevocable stock powers endorsed in blank.
(c) Debtor, Lender and each issuer of the Pledged
Interests which are not evidenced by certificated securities are
executing and delivering control agreements (collectively, the "Control
Agreements"). If at any time any after the date hereof any of the
Pledged Interests which are not evidenced by certificated securities
shall be evidenced or represented by certificates, Debtor shall
promptly deliver any such certificates to Lender, together with
irrevocable stock powers endorsed in blank.
(d) Solely with respect to the Company Obligations,
Debtor is delivering and pledging to the Lender all Instruments
(including Promissory Notes) duly endorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and
substance satisfactory to Lender.
(e) Debtor from time to time hereafter shall deliver
to the Lender any additional Collateral that comes within the
possession or control of the Debtor and, if necessary, irrevocable
stock powers endorsed in blank, Control Agreements, and/or duly
executed instruments of transfer or assignment as requested by Lender.
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3. VOTING AND TRADING RIGHTS. If no Event of Default (as hereinafter
defined) has occurred and is continuing, Debtor may exercise any voting rights
that Debtor may have as to any of the Collateral. If an Event of Default has
occurred and is continuing, Lender may exercise, subject to Section 7 of this
Agreement, all voting rights as to any of the Collateral and Debtor shall
deliver to Lender all notices, proxy statements, proxies and other information
relating to the exercise of such rights received by Debtor promptly upon receipt
and, at the request of Lender, shall execute and deliver to Lender any proxies
or other instruments which are, in the judgment of Lender, necessary for Lender
to exercise such voting rights.
4. DUTY OF LENDER. Debtor shall have all risk of loss with respect to
the Collateral. Lender shall have no liability or duty, either before or after
the occurrence of an Event of Default, on account of loss of or damage to, or to
collect or enforce any of its rights against, the Collateral, to collect any
income accruing on the Collateral, or to preserve or maintain the Collateral or
rights against other parties. If Lender actually receives any notices requiring
action with respect to Collateral in Lender's possession, Lender shall take
reasonable steps to forward such notices to Debtor. Except as provided in
Section 3, Debtor is responsible for responding to notices concerning the
Collateral, voting the Collateral, and exercising rights and options, calls and
conversions of the Collateral. While Lender is not required to take certain
actions, if action is needed, in Lender's sole discretion, to preserve and
maintain the Collateral, Debtor hereby authorizes Lender to take such actions,
but Lender is not obligated to do so.
5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to
Lender that:
a. SCHEDULE A is a complete and accurate statement of the
ownership interests in the Additional Assets owned by the Debtor as of the date
thereof.
b. This Agreement and the Control Agreements have been duly
executed and delivered by Debtor, constitute Debtor's valid and legally binding
obligations and are enforceable in accordance with their respective terms
against Debtor.
c. The execution, delivery and performance of this Agreement,
the grant of the security interest in the Collateral and the consummation of the
transactions contemplated hereunder will not, with or without the giving of
notice or the lapse of time, (i) violate any law applicable to Debtor, (ii)
violate any judgment, writ, injunction or order of any court or governmental
body or officer applicable to Debtor, (iii) violate or result in the breach of
any agreement to which Debtor is a party or by which any of Debtor's properties,
including the Collateral, is bound, or (iv) violate any restriction on the
transfer of any of the Collateral.
d. No consent, approval or authorization of any third party
(other than with respect to any of the Additional Assets party to any of the
Control Agreements) or any governmental body or officer is required for the
valid and lawful execution and delivery of this Agreement and the Control
Agreements, the creation and perfection of Lender's security interest in the
Collateral or the valid and lawful exercise by Lender of remedies available to
it under this Agreement, the Control Agreements or applicable law or of the
voting and other rights granted to it in this Agreement or the Control
Agreements, except as may be required for the offer or sale of securities under
applicable securities laws.
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e. The address of Debtor's principal residence is set forth in
Section 12 of this Agreement.
f. Debtor is the sole owner of the Collateral, has the right
to grant the security interest provided for herein to Lender and has granted to
Lender a valid and perfected first priority security interest in the Collateral
free of all liens, encumbrances, transfer restrictions and adverse claims.
6. COVENANTS. Debtor covenants and agrees that so long as this
Agreement shall be in effect:
a. DEFENSE OF TITLE. Debtor shall defend Debtor's title to the
Collateral and the security interest of Lender against the claims of any person
claiming rights in the Collateral.
b. SALE OF COLLATERAL. Without the prior written consent of
the Lender, (i) Debtor shall not sell, gift, pledge, exchange or otherwise
transfer any of the Collateral; and (ii) Debtor shall cause each of the
Additional Assets to not sell, exchange or otherwise transfer any of its
material assets other than (a) the sale of inventory in the ordinary course of
business or the sale of obsolete or unused assets; or (b) the sale of one or
both of the BC Yachts (as hereinafter defined) in accordance with Section 6(n)
hereof. In the event of any such sale, exchange or transfer consented to by
Lender, Debtor shall cause such Additional Asset to dividend or distribute upon
receipt the proceeds of such sale, exchange or transfer to its shareholders or
members, and, contemporaneously therewith, Debtor shall pay, or cause such
Additional Asset to pay, any such distribution with respect to the Pledged
Interests to the Lender for application to the Liabilities.
c. NO MODIFICATIONS OR TERMINATIONS. Debtor shall not modify
or terminate the terms of any Control Agreement with any of the Additional
Assets and shall not file any amendments, correction statements or termination
statements to financing statements concerning the Collateral without the prior
written consent of Lender.
d. PAYMENT OF OBLIGATIONS. The Debtor will, and will cause
each of the Additional Assets to, pay and discharge when due all of his or its
material obligations and liabilities (including, without limitation, tax
liabilities which if unpaid when due might by law give rise to a lien on any
asset of the Debtor or such Additional Asset), except where the same may be
contested in good faith by appropriate proceedings.
e. INSURANCE. The Debtor will cause each of the Additional
Assets to maintain with financially sound and responsible insurance companies:
(i) casualty insurance on all tangible personal property of the Additional
Assets, in each case naming the Lender as an insured and (ii) liability
insurance on behalf of the Additional Assets, in each case naming the Lender as
an insured and in each case in at least such amounts and against at least such
risks (and with such risk retention) as are usually insured against in the same
general area by persons of established repute of comparable financial standing;
and will furnish to the Lender, upon request from the Lender, information
presented in reasonable detail as to the insurance so carried.
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f. COMPLIANCE WITH LAWS. The Debtor will comply, and will
cause each of the Additional Assets to comply, in all material respects with all
laws, ordinances, rules, regulations, and requirements of any Federal, state,
local or foreign court, agency, authority, instrumentality or regulatory body
applicable to it, except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.
g. NOTICE OF CERTAIN EVENTS AND CONDITIONS. The Debtor will
give prompt written notice to the Lender, and will cause each of the Additional
Assets to give prompt written notice to the Lender, of any event of default or
any event which with notice or lapse of time or both would constitute an event
of default under any evidence or evidences of Indebtedness aggregating in excess
of $100,000, or under any indenture, mortgage or other agreement or instrument
relating to any such evidence of such Indebtedness or under any other agreement
or instrument relating to preferred stock (or comparable equity interests) of
the Debtor and each of the Additional Assets, respectively, or under any
material lease for or in respect of which the Debtor or any of the Additional
Assets, respectively, may be liable.
For purposes of this Agreement, "Indebtedness" shall mean (i) all obligations
for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes
or other similar instruments, (iii) all obligations to pay the deferred purchase
price of property or services, except trade accounts payable in the ordinary
course of business, (iv) all obligations of a lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all non-contingent
obligations to reimburse any bank or other person or business in respect of
amounts paid under a letter of credit or similar instrument, (vi) all
Indebtedness secured by a mortgage, lien pledge, charge, security interest or
encumbrance of any kind on any asset of the Debtor or the Additional Assets, and
(vii) a guaranty of any Indebtedness of any other person, including without
limitation, a "take or pay" agreement or similar obligation.
h. EXISTENCE. The Debtor will cause each of the Additional
Assets to, at all times preserve and maintain its existence as a corporation or
limited liability company, as the case may be, and all rights, permits,
licenses, approvals, privileges and franchises material to its business.
i. FUNDAMENTAL CHANGES. Without the prior written consent of
the Lender, the Debtor shall not permit any of the Additional Assets to merge or
consolidate with or into any person or liquidate, wind-up or dissolve itself, or
permit or suffer any liquidation or dissolution or sell all or substantially all
of its assets.
j. CHANGE OF RESIDENCE. Debtor shall notify Lender at least
thirty (30) days before Debtor changes his principal residence.
k. CASH RECEIPTS. In the event any cash is payable or
distributable to Debtor as a result of Debtor's ownership of the Collateral
("Cash Receipts"), whether such payments or distributions are dividends or
distributions from, are in partial or complete liquidation of, or are the result
of any redemption or other change in the capital structure of any of the
Additional Assets, Debtor will remit the Cash Receipts or cause the Cash
Receipts to be remitted to Lender within two (2) business days following receipt
thereof, and, at all times prior to such remittance, Debtor will hold or, if
applicable, will cause such Cash Receipts to be held in trust for the exclusive
benefit of
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the Lender; provided that Debtor shall be permitted to retain any Cash Receipts
from regularly scheduled dividends or distributions from Joshua Holdings LLC
until payment under the Promissory Notes (as defined in the Letter Agreement) is
due pursuant to the terms of the Letter Agreement.
l. INFORMATION. Debtor will deliver to Lender and cause each
of the Additional Assets to deliver to Lender additional information regarding
the business, property, condition (financial or otherwise), or prospects of
Debtor and each of the Additional Assets as the Lender may reasonably request
from time to time.
m. PROHIBITED LOANS. Without the prior written consent of
Lender, Debtor shall not, and shall cause each of the Additional Assets to not,
at any time, create, incur, assume or suffer to exist any Indebtedness, except
(i) Indebtedness of Debtor under the Loan Agreements, (ii) Indebtedness in
existence on the date hereof as previously disclosed in writing to Lender, (iii)
any loan or advance made after the date hereof to any of the Additional Assets
by Debtor which is evidenced by an Instrument (including a Promissory Note) that
is delivered and pledged to the Lender in accordance with Section 2(d) of this
Agreement, or (iv) any Indebtedness incurred after the date hereof which,
individually or in the aggregate with any other Indebtedness incurred after the
date hereof, is less than $100,000, or (v) Indebtedness permitted under Section
6.n. of this Agreement.
n. BC YACHT. BC Yacht Sales, Inc. ("BCSI") shall be permitted
to borrow up to $10.0 million in principal amount from a financial institution
on terms satisfactory to Lender (the "Yacht Loan") and to execute a first
preferred ship mortgage to secure such loan with respect to the following yachts
now owned by BCSI: (i) 118 foot Intermarine Raised Pilothouse Motor Yacht,
identification hull number 116-2; and (ii) 145 foot Intermarine Tri-Level Motor
Yacht Yacht, identification hull number 142-1 (collectively, the "BC Yachts").
Contemporaneous with any sale of either of the BC Yachts, the Debtor will cause
BCSI to use the proceeds of such sale to repay the Yacht Loan. In the event the
proceeds of any such sale exceed the outstanding principal balance of the Yacht
Loan, Debtor shall cause BCSI to dividend or distribute such excess upon receipt
to its shareholders, and, contemporaneously therewith, Debtor shall pay, or
cause BCSI to pay, any such dividend or distribution with respect to the Pledged
Interests to the Lender for application to the Liabilities. Without the prior
written consent of Lender, Debtor shall not permit BCSI to create, incur, assume
or suffer to exist any Indebtedness (other than as permitted in Section 6.m.) or
to create, assume, or suffer to exist any lien, mortgage, security interest, or
encumbrance of any kind on any yacht (other than the BC Yachts) or other asset
of BCSI now owned or hereafter acquired. Notwithstanding anything to the
contrary set forth in this Agreement, Debtor shall be permitted to provide a
personal guaranty with respect to the Yacht Loan.
o. CAPITAL STRUCTURE. Without the prior written consent of
Lender, Debtor shall not permit any of the Additional Assets to make any change
in its capital structure or issue or create any stock, membership interest, or
other equity interest (or any non-equity interest that is convertible into any
stock, membership interest, or other equity interest in any of the Additional
Assets).
p. NOTICE OF TRANSACTIONS. Debtor shall give written notice to
the Lender, and will cause each of the Additional Assets to give written notice
to the Lender, at least ten (10) days prior
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to (i) any sale, transfer, exchange, lease or other disposal of any of the
assets of the Additional Assets, except the sale of inventory in the ordinary
course of business or the sale of obsolete or unused assets, or (ii) the payment
of any dividends or distributions to Debtor by any Additional Asset.
q. ADDITIONAL REQUESTS. At Debtor's expense, do such further
acts and execute and deliver such additional conveyances, certificates,
instruments, legal opinions and other assurances as Lender may at any time
request or require to protect, assure or enforce its interests, rights and
remedies under this Agreement.
7. EVENT OF DEFAULT; REMEDIES. Upon (a) demand by the Lender pursuant
to any one or more of the Promissory Notes or (b) upon the breach by Debtor of
any of the terms of the Letter Agreement, this Agreement, any of the Promissory
Notes or any of the Control Agreements (each, an "Event of Default"), the Lender
may exercise the rights and pursue the remedies provided under Article 9 of the
UCC, as currently effective in or as hereafter amended, including but not
limited to exercising all voting rights with respect to the Collateral,
collecting all dividends and other distributions with respect to the Collateral,
selling the Collateral at any public or private sale, at the Lender's option,
without advertisement, and delivering a notice of exclusive control under any of
the Control Agreements to the respective issuer named therein; provided,
however, that upon any such demand, you shall have 90 days from the date thereof
to make payment; provided, further, that if such demand is made subsequent to
your death or incapacity, your estate shall have 180 days from the date thereof
to make payment; in either such case, and, until such payment is due, the Lender
shall refrain from exercising the aforementioned rights and remedies. The Lender
may bid and become a purchaser at any such sale, and upon any such sale the
Lender shall collect, receive, and hold and apply the proceeds as provided
herein. If notice of intended disposition is required by law, such notice, if
mailed, shall be deemed reasonably and properly given if mailed to the address
of Debtor appearing on the records of the Lender at least five days before the
time of such disposition. The proceeds from any such sale or action shall be
applied first to the payment of all legal and other costs and expenses incurred
in connection with the sale or action and next to the payment of the
Liabilities, as determined by the Lender. The balance, if any, of such proceeds
remaining after such application shall be paid to Debtor. If the proceeds of any
such sale or action are insufficient to pay in full the amounts specified above,
Debtor shall remain liable for such deficiency.
8. APPOINTMENT OF LENDER AS AGENT. Debtor appoints Lender, its
successors and assigns, as Debtor's agent and attorney-in-fact to carry out this
Agreement and take any action or execute any instrument or assignment that
Lender considers necessary or convenient for such purpose, including the power
to endorse and deliver checks, notes and other instruments for the payment of
money in the name of and on behalf of Debtor, to endorse and deliver in the name
of and on behalf of Debtor securities certificates and such forms, schedules and
other documents as are necessary or desirable in Lender's sole judgment to
deliver to the United States Securities and Exchange Commission. This
appointment is coupled with an interest and is irrevocable and will not be
affected by the death, incapacity or bankruptcy of Debtor nor by the lapse of
time. If Debtor fails to perform any act required by this Agreement, Lender may
perform such act in the name of Debtor and at Debtor's expense.
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9. SECURITIES LAWS. Debtor acknowledges that compliance with the
Securities Act of 1933 and the rules and regulations thereunder, state
securities laws and other laws may impose limitations on the right of Lender to
dispose of the Collateral. Debtor authorizes Lender to sell the Collateral in
such manner and to such persons as, in the judgment of Lender, would help to
ensure that the sale will be given prompt approval by regulatory authorities and
will not require the Collateral to be registered or qualified under any
applicable laws and agrees that such a sale is commercially reasonable. Such a
sale may yield a substantially lower price than if the Collateral were
registered and sold in the open market. If Lender sells the Collateral at such
sale, Lender shall have the right to rely upon the advice and opinion of a
qualified appraiser or investment banker as to the commercially reasonable price
obtainable on the sale, but Lender is not obligated to obtain or follow such
advice or opinion.
10. EXPENSES. Debtor agrees that Debtor will pay to Lender upon demand
the amount of any out-of-pocket expenses, including the fees and disbursements
of counsel, that Lender incurs in connection with the enforcement of this
Agreement, including expenses incurred to preserve the value of the Collateral
and Lender's security interest, the collection, sale or other disposition of any
of the Collateral, the exercise by Lender of any of its rights, or any action to
enforce its rights under this Agreement.
11. RELEASE OF COLLATERAL. Except as provided in Section 4 of the
Letter Agreement, the security interest granted to Lender shall not terminate
and Lender shall not be required to return the Collateral to Debtor or to
terminate its security interest unless and until (a) the Liabilities have been
fully paid and performed, and (b) Debtor has reimbursed Lender for any expenses
of returning the Collateral and filing any termination statements and other
instruments as are required to be filed in public offices under applicable laws.
After termination of this security interest, within 30 days after Debtor's
request, Lender shall release control of any security interest in the Collateral
perfected by control and, in Lender's sole discretion, shall terminate or send
Debtor appropriate documentation to terminate any financing statements filed by
Lender with respect to the Collateral.
12. NOTICES. Any notices, communications and waivers under this
Agreement or the Control Agreements shall be in writing and shall be (i)
delivered in person, (ii) mailed, postage prepaid, either by registered or
certified mail, return receipt requested, or (iii) by overnight express carrier,
addressed in each case as follows:
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To Lender: WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Attn: Chief Financial Officer
To Debtor: Bernard J. Ebbers
2116 Hwy 84 East
Oak Hill Farm
Brookhaven, Mississippi 39601
13. MISCELLANEOUS. This Agreement shall be interpreted and the rights
and liabilities of the parties hereto shall be determined in accordance with the
internal laws (as opposed to the conflicts of law provisions) and decisions of
the State of Mississippi and Debtor hereby consents to the jurisdiction of the
courts of or in the State of Mississippi in connection with any dispute,
controversy, action or other matter relating to or arising out of this
Agreement. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. This Agreement shall be binding
upon Debtor and the heirs and legal representatives of Debtor and shall inure to
the benefit of the Lender and its successors and assigns. The powers, rights,
and remedies of the Lender under this Agreement are cumulative and are not
exclusive of any other power, right or remedy that the Lender otherwise may
have. Any single or partial exercise or pursuit of any power, right or remedy
under this Agreement by the Lender shall not preclude other or further exercise
or pursuit thereof or the exercise or pursuit of any other power, right or
remedy. The Lender's rights and remedies under this Agreement shall be
unaffected by any change in the provisions of any agreement, instrument, or
document evidencing or affecting any of the Liabilities, by any extension of
time for payment or performance of any of the Liabilities or by any partial or
full release of any security for payment or performance of any of the
Liabilities. No delay by the Lender in exercising or pursuing any power, right
or remedy under this Agreement shall operate as a waiver thereof, and no failure
by the Lender to exercise or pursue any power, right or remedy shall prevent the
Lender from exercising the same in the future.
14. UNIFORM COMMERCIAL CODE. For purposes of this Agreement, "UCC"
means the Uniform Commercial Code as the same may, from time to time, be in
effect in the State of Mississippi; provided, however, in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection
or priority of Lender's security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
Mississippi, the term "UCC" shall mean the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof relating to
such attachment, perfection or priority and for purposes of definitions related
to such provisions.
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IN WITNESS WHEREOF, the parties have executed this Pledge and Security
Agreement as of the date first written above.
/s/ Bernard J. Ebbers
-----------------------------------------
Bernard J. Ebbers
WORLDCOM, INC.
By: WorldCom, Inc. Compensation and Stock
Option Committee
By: /s/ Stiles A. Kellett, Jr.
-------------------------------------
Stiles A. Kellett, Jr., Chairman
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SCHEDULE A
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PLEDGED SHARES OR INTERESTS
DATE NUMBER OF PERCENTAGE OF
ISSUER OF ISSUE CERTIFICATE NO. SHARES/UNITS OWNERSHIP
Joshua Holdings LLC 12-22-99 N/A N/A 86.25%
BC Yacht Sales, Inc. 12-31-01 3 100 100.00%
Douglas Lake Land & 07-10-98 N/A N/A 99.0%
Timber Company, LLP
Douglas Lake Properties, 07-15-98 No. 1 1,000 100.0%
Inc.
BCT Holdings, LLC 03-26-99 N/A N/A 99.80%