Exhibit 4
PLEDGE AGREEMENT SUPPLEMENT
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PLEDGE AGREEMENT SUPPLEMENT, dated as of September 30, 1997 (the
"Supplement"), made by Cable Michigan, Inc. ("CCSM"), in favor of First Union
National Bank, a national banking corporation, as Administrative Agent (in
such capacity, the "Administrative Agent"), under the Credit Agreement (as
defined in the Pledge Agreement referred to below) for the ratable benefit of
itself and the Lenders (as so defined).
Reference is hereby made to that Pledge Agreement, dated as of June 30,
1997, made by C-TEC Corporation ("C-TEC") in favor of the Administrative Agent
(as amended, restated or otherwise modified as of the date hereof, the "Pledge
Agreement"). As a result of the Mercom Contribution, CCSM will own all of the
Pledged Shares under the Pledge Agreement and, in connection therewith, CCSM
has agreed to execute this Supplement to confirm that it is the Pledgor under
the Pledge Agreement and Mercom, Inc. has agreed to execute this Supplement to
confirm it remains the Issuer thereunder. This Supplement supplements the
Pledge Agreement, forms a part thereof and is subject to the terms thereof.
Terms defined in the Pledge Agreement are used herein as therein defined.
CCSM hereby confirms that it is the Pledgor under the Pledge Agreement,
bound by each of the terms thereof, and grants and reaffirms the first
priority security interest in the Collateral granted to the Administrative
Agent for the ratable benefit of itself and the Lenders thereunder as
collateral security for the Obligations.
CCSM hereby represents and warrants that the representations and
warranties contained in paragraph 4 of the Pledge Agreement are true and
correct on the date of this Supplement (taking into account any revisions to
Schedule I (because of the issuance of a replacement stock certificate) or
Schedule II to the Pledge Agreement accompanying this Supplement) with
references therein to the "Pledge Agreement" to mean the Pledge Agreement as
supplemented by this Supplement.
Mercom hereby confirms its acknowledgement of and consent to the Pledge
Agreement and the terms thereof and confirms it remains the Issuer thereunder.
CCSM hereby agrees to deliver to the Administrative Agent such
certificates and other documents and take such other action as shall be
reasonably requested by the Administrative Agent in order to effectuate the
terms hereof and the Pledge Agreement.
C-TEC is hereby released from all of its obligations as Pledgor under
the Pledge Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed under seal and delivered as of the date first above written.
CABLE MICHIGAN, INC.
[CORPORATE SEAL] By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Treasurer
MERCOM, INC.
[CORPORATE SEAL] By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Treasurer
The foregoing Pledge Agreement
Supplement executed by Cable
Michigan, Inc. is hereby agreed
to and accepted this ___ of September
FIRST UNION NATIONAL BANK,
as Administrative Agent
By:
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Name:
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Title:
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SCHEDULE I
to Pledge
Agreement
Class of Stock Number of
Issuer Stock Certificate Number Shares
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Mercom, Inc. common MB 01699 2,964,250
SCHEDULE II
To Pledge
Agreement
UCC INFORMATION
Debtor Filing Jurisdiction
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Cable Michigan, Inc. Secretary of State, New Jersey
Cable Michigan, Inc. ▇▇▇▇▇▇ County, New Jersey