EXHIBIT A
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PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is entered into and made effective this 15th day of
August, 2006 by and between AYIN HOLDING COMPANY INC., a Delaware corporation
("Pledgor"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual resident of the State of Louisiana
("Pledgee"), and CHARYS HOLDING COMPANY, INC., a Delaware corporation ("Parent")
appearing herein for the purpose of acknowledging and ratifying the terms
hereof.
W I T N E S S E T H:
WHEREAS, under that certain letter agreement, of even date herewith, by and
among Complete Tower Sources, Inc., ▇▇▇▇▇▇▇▇ Site Acq., Inc. and The Tower
Company of Louisiana, LLC, the respective equityowners thereof, Parent, and
Pledgor (the "Letter Agreement"), consideration is payable to Pledgee by the
issuance of a promissory note in the principal amount of Twenty Three Million
Seven Hundred Fifty Five Thousand Eight Hundred and Fifty Two Dollars
($23,755,852), such amount to be reduced in accordance with the terms and
conditions of the Letter Agreement (the "Note");
WHEREAS, under that certain Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated June 20, 2006, by and among Pledgor, Complete Tower Sources,
Inc. ("CTSI"), and Pledgee, Pledgor is acquiring one hundred percent (100%) of
the issued and outstanding capital stock (the "Shares"), no par value per share,
of CTSI;
WHEREAS, Parent has contemporaneously executed and delivered to Pledgee the
Note; and
WHEREAS, all parties hereto have agreed, as a condition to the sale of the
Shares under the Stock Purchase Agreement, that Pledgor will secure Parent's
obligations under the Note by granting Pledgee a security interest in the
Shares.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Security Interest. To secure Pledgor's and Pledgor's
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affiliates obligations under the Note, Pledgor hereby grants to Pledgee a
security interest in the Shares, together with (a) all securities, instruments
and other property ("Additional Property") at any time received or receivable by
Pledgor by reason of any stock dividend, stock split, recapitalization,
reclassification, merger, consolidation, liquidation, exchange, renewal,
substitution, or other transaction regarding the Shares or regarding any
Additional Property; (b) all dividends and interest received or receivable on
any of the Shares or any Additional Property; and (c) all proceeds of the
foregoing. The foregoing properties and proceeds are referred to in this
Agreement as "Collateral."
2. Event of Default. An "Event of Default" shall occur if Pledgor
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shall fail to make payment due under the Note under the terms and conditions of
the Note.
3. Remedies. Upon an Event of Default, Pledgee shall have the right
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to, without further notice, retain the pledged Shares and become the owner
thereof, and the money paid to Pledgee on the Closing Date (as that term is
defined under the Letter Agreement) shall remain the property of Pledgee. Upon
an Event of Default and in the event that Pledgee does not elect to retain the
ownership of the Shares as provided above, Pledgee shall have the right to
pursue Pledgor and Parent for the full amount due under the Note, together with
all interests, penalties, costs, attorney's fees and other such matters as are
provided by law, without having any responsibility to return to or account to
Pledgor for the amount paid by the Pledgor on the Closing Date.
4. Voting. Unless and until an Event of Default shall have occurred
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and be continuing, Pledgor shall be entitled to vote any and all Shares and to
give consents, waivers or ratifications in respect thereof.
5. Alienation or Encumbrance. Pledgor shall not sell, transfer,
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donate, or otherwise alienate or encumber the Shares until the obligations under
the Note are satisfied.
6. Termination. Upon the full payment and the satisfaction and
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termination of the Note, this Pledge Agreement also shall terminate, and
Pledgee, at the request and expense of the Pledgor, will execute and deliver to
the Pledgor a proper instrument or instruments acknowledging the satisfaction
and termination of this Pledge Agreement.
AND NOW COMES, Charys Holding Company, Inc., as Parent, appearing
herein for the purpose of recognizing, acknowledging, ratifying and agreeing to
be bound by the terms of this Pledge Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, Pledgor has duly executed this Agreement as of the
date first above written.
PLEDGOR:
AYIN HOLDING COMPANY INC.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CHARYS HOLDING COMPANY, INC.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
Title: Chief Executive Officer
PLEDGEE:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(Signature Page to the Pledge Agreement)