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EXHIBIT 10.64
CASH COLLATERAL ACCOUNT AGREEMENT
Dated as of December 30, 1998
by
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
in favor of
THE CHASE MANHATTAN BANK
as Administrative Agent
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CASH COLLATERAL ACCOUNT AGREEMENT
CASH COLLATERAL ACCOUNT AGREEMENT, dated as of December 30, 1998 (as
amended, supplemented or otherwise modified from time to time, this
"Agreement"), made by ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Individual Guarantor") in favor
of THE CHASE MANHATTAN BANK, a bank organized under the laws of New York, as
administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent") for the benefit of each of the lenders
(the "Lenders") a party to the Third Amended and Restated Credit Agreement dated
as of December 30, 1998 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") among LCC International, Inc., a Delaware
corporation (the "Borrower"), LCC Europe AS, a Norwegian limited liability
company (the "Subsidiary Borrower"), LCC Design Services, L.L.C., a Delaware
limited liability company, LCC Development Company, L.L.C., a Delaware limited
liability company, Microcell Management, Inc., a Delaware corporation, and ▇▇▇▇
Telecommunications Services, L.L.C., a Delaware limited liability company (the
"Subsidiary Guarantors" and, together with the Borrower and the Subsidiary
Borrower, the "Obligors"), the Administrative Agent and the Lenders.
W I T N E S S E T H :
WHEREAS, pursuant to the terms of the Credit Agreement and the other
Facility Documents, the Lenders have agreed to extend credit to the Obligors
upon the terms and subject to the conditions set forth therein to be evidenced
by the Notes issued by the Borrower and the Subsidiary Borrower thereunder and
the Letters of Credit issued thereunder and to be guarantied by the Subsidiary
Guarantors thereunder and by the Individual Guarantor under the Unconditional
Guaranty dated as of December 30, 1998 (the "Singh Guaranty"); and
WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their extensions of credit to the Obligors under the Credit Agreement that
the Individual Guarantor shall have executed and delivered this Agreement to the
Administrative Agent to secure the obligations of the Individual Guarantor under
the Singh Guaranty.
NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Loans and to purchase Participating Interests in Letters of
Credit issued under the Credit Agreement, the Individual Guarantor hereby agrees
with the Administrative Agent, as follows:
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ARTICLE 1. DEFINITIONS.
Unless otherwise defined herein, terms which are defined in the Credit
Agreement and used herein are so used as so defined; and the following terms
have the following meanings:
"Account" means the special non-interest bearing cash collateral account
opened by the Individual Guarantor with the Administrative Agent in the name of
the Individual Guarantor but under the sole control and dominion of the
Administrative Agent and subject to the terms of this Agreement.
"Code" means the Uniform Commercial Code as in effect in the State of New
York.
"Collateral" means (a) the Account and all certificates and instruments,
if any, from time to time representing or evidencing the Account; (b) all cash
and amounts from time to time deposited in the Account; (c) all Investments (as
hereinafter defined) from time to time and all certificates and instruments, if
any, from time to time representing or evidencing the Investments; (d) all
notes, certificates of deposit and other instruments from time to time hereafter
delivered to or otherwise possessed by the Administrative Agent for or on behalf
of the Individual Guarantor in substitution for or in addition to any or all of
the then existing Collateral; (e) all interest, dividends, cash, instru-ments
and other property from time to time received, receiv-able or otherwise
distributed in respect of or in exchange for any or all of the then existing
Collateral; and (f) all proceeds of any or all of the foregoing Collateral,
whether now owned or hereafter acquired, together with all the proceeds thereof
and dividends thereon and any replacements, additions or substitutions thereof
or thereto and all accounts arising from the sale or disposition thereof.
"Guarantied Obligations" means (a) the sum of (i) the principal amount of
Loans and Letter of Credit Obligations incurred in excess of the lesser of (A)
the Borrowing Base and (B) $10,000,000, plus (ii) if, at any time, after giving
effect to clause (i), the principal amount of the outstanding Loans and Letter
of Credit Obligations is greater than $7,500,000 and was equal to or less than
the Borrowing Base when incurred, the amount by which such principal amount
exceeds the Borrowing Base at such time up to a maximum of $2,500,000; provided
that in no event shall the aggregate amount of Guarantied Obligations under this
clause (a) exceed $12,500,000; (b) all unpaid interest thereon (including
interest accruing on or after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding); and (c) all unpaid fees, indemnities, costs and expenses relating
to the collection thereof (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or any
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Lender). The examples set forth in the definition of "Guarantied Obligations"
contained in the Credit Agreement are hereby incorporated by reference.
"Security" has the same meaning as in Section 2(1) of the Securities Act
of 1933, as amended.
ARTICLE 2. COLLATERAL
Section 2.01. Grant of Security Interest. As security for the payment by
the Individual Guarantor of the Guarantied Obligations, the Individual Guarantor
does hereby grant, bargain, convey, assign, transfer, mortgage, hypothecate,
pledge, confirm and grant a continuing security interest to the Administrative
Agent in and to all right, title and interest of the Individual Guarantor (but
none of its obligations) in the Collateral.
Section 2.02. Delivery of Collateral. All certifi-▇▇▇▇▇ or instruments,
if any, representing or evidencing the Collateral shall be delivered to and held
by or on behalf of the Administrative Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly
exe-cuted instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, at any time in its discretion and with-out notice to the
Individual Guarantor, to transfer to or to register in the name of the
Administrative Agent or any of its nominees any or all of the Collateral. In
addition, the Administrative Agent shall have the right at any time to exchange
certificates or instruments repre-senting or evidencing Collateral for
certificates or instru-ments of smaller or larger denominations.
Section 2.03. Investing of Amounts in the Account. If requested by the
Individual Guarantor, the Administrative Agent will, subject to the provisions
of Article 4, from time to time (a) invest amounts on deposit in the Account in
such notes, cer-tificates of deposit and other debt instruments as the
Individual Guarantor may select and the Administrative Agent may approve and (b)
invest interest paid on the notes, certificates of deposit and other instruments
referred to in clause (a) above, and reinvest other proceeds of any such notes,
certificates of deposit and other instruments which may mature or be sold, in
each case in such notes, certificates of deposit and other debt instru-ments as
the Individual Guarantor may select and the Administrative Agent may approve
(the notes, certificates of deposit and other instruments referred to in clauses
(a) and (b) above being collectively the "Investments"). Interest and proceeds
which are not invested or reinvested in Investments as provided above shall be
deposited and held in the Account.
ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING
SECURITY
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Section 3.01. Title; Liens. The Individual Guarantor represents, warrants
and covenants that the Collateral is owned solely by the Individual Guarantor
and, except for the Liens granted to the Administrative Agent hereunder, no
other Person has any right, title, interest, claim or Lien thereon, or thereto.
Section 3.02. Sale of Collateral; Liens. The Individual Guarantor
(a) will not sell, assign or otherwise transfer any of the
Collateral,
(b) will keep all Collateral in existence on the date, and all
Collateral acquired after the date, of execution of this Agreement, free from
all Liens, and
(c) will pay and discharge, when due, all taxes, levies and
governmental charges upon any Collateral, and shall defend all Collateral
against all claims of any Person other than the Administrative Agent.
Section 3.03. Certain Additional Rights. In connection with any sale of
Collateral by the Administrative Agent in accordance with Article 4, the
Administrative Agent shall have the right to execute any document or form, in
its name or the name of the Individual Guarantor, that may be necessary or
desirable in connection with such sale.
Section 3.04. Reimbursement. The Individual Guarantor shall pay any and
all reasonable costs, including, without limitation, attorneys' fees, legal
expenses and court costs, that the Administrative Agent may incur in enforcing,
defending or protecting its Lien on, or rights and interests in, the Collateral,
or any of its rights and remedies under this or any other agreement between the
parties hereto or in respect to any of the transaction to be had thereunder or
hereunder and, until paid by the Individual Guarantor, such sums shall be
considered as additional obligations owing by the Individual Guarantor hereunder
and, as such shall be secured by all of the Collateral. Subject to the terms of
the Credit Agreement and except to the extent specifically limited by applicable
law, the Administrative Agent shall not be liable or responsible in any way for
the safekeeping of the Collateral or for any loss or damage thereto or for any
diminution in the value thereof, all of which shall be at the sole risk of the
Individual Guarantor.
Section 3.05. Further Assurances. So long as any of the Obligations, any
Letter of Credit or any Commitment shall be outstanding, the Individual
Guarantor, at his expense, will timely execute, acknowledge, deliver, file and
record, or will cause to be executed, acknowledged, delivered, filed or
recorded, all such further instruments, conveyances, transfers, financing
statements, continuation statements and assurances as may be necessary or
appropriate (and, in any event, as may be requested by the Administrative Agent)
to subject to the Lien of this Agreement, and to preserve, continue and protect
the Lien of this Agreement on, the Collateral, including, without limitation,
any Collateral acquired
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after the date of this Agreement, or as the Administrative Agent may reasonably
require for the better granting, bargaining, selling, demising, releasing,
confirming, conveying, warranting, assigning, transferring, pledging, delivering
and setting over to the Administrative Agent, and for perfecting the
Administrative Agent's rights in, every part of the Collateral, or as may be
required in order to transfer to, or perfect the rights of any new agent or
agents in, the Collateral.
ARTICLE 4. DEFAULTS -- REMEDIES
Section 4.01. Nature of Events. An "Event of Default" shall exist if any
Event of Default under, and as defined in, the Credit Agreement occurs and is
continuing.
Section 4.02. Default Remedies. (a) If an Event of Default exists, the
Administrative Agent may exercise all of the rights and remedies of a secured
party under the Code and all of the rights and remedies conferred in this
Agreement and in each of the other Facility Documents, it being expressly
understood that no such remedy is intended to be exclusive of any other remedy
or remedies; but each and every remedy shall be cumulative and shall be in
addition to every other remedy given in this Agreement or now or hereafter
existing at law or in equity or by statute, and may be exercised from time to
time as often as may be deemed expedient by the Administrative Agent.
(b) If an Event of Default exists, the Administrative Agent shall
have the right, at any time or from time to time, to sell any or all of the
Collateral.
(c) The Individual Guarantor and the Administrative Agent agree
that ten (10) days' notice to the Individual Guarantor of any public or private
sale or other disposition of Collateral shall be reasonable notice thereof, and
such sale shall be at such reasonable locations as the Administrative Agent
shall designate in such notice. Any other requirement of notice, demand or
advertisement for sale is, to the extent permitted by law, waived by the
Individual Guarantor. Sales for cash, or on credit to a wholesaler, retailer or
user of the Collateral, at any public or private sale are all hereby deemed
(without limitation) to be commercially reasonable (as defined in the Code). The
Administrative Agent shall have the right to bid at any such sale on behalf of
any one or more Lenders (who shall also have the right to bid individually).
Proceeds arising from any such sale shall be applied in the manner set forth in
the Credit Agreement.
(d) If an Event of Default exists, the Administrative Agent may
also, with or without proceeding with sale or foreclosure or demanding payment
of the Guarantied Obligations, without notice, appropriate and apply to the
payment of the Guarantied Obligations and the other obligations secured under
this Agreement any and all Collateral in its possession and any and all
balances,
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credits, deposit accounts, reserves or other moneys due or owing to
the Individual Guarantor held by the Administrative Agent under this Agreement
or otherwise.
(e) Anything in this Agreement contained to the contrary
notwithstanding, and in view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Collateral
that consists of Securities may be effected after an Event of Default, the
Individual Guarantor agrees that upon the occurrence and continuance of an Event
of Default, the Administrative Agent may, from time to time, attempt to sell all
or any part of such Collateral by means of a private placement restricting the
bidders and prospective purchasers to those who will represent or agree as to
their investment intent or method of resale or both in a manner reasonably
required by the Administrative Agent to assure compliance with applicable
securities laws. In so doing, the Administrative Agent may solicit offers to buy
such Collateral, or any part of it, for cash, from a limited number of investors
deemed by the Administrative Agent, in its exclusive judgment, to be responsible
parties who might be interested in purchasing such Collateral, and if the
Administrative Agent solicits such offers from not less than three (3) such
investors, then the acceptance by the Administrative Agent of the highest offer
obtained therefrom shall be deemed to be a commercially reasonable method of
disposition (as defined in the Code) of such Collateral unless applicable law
provides otherwise.
(f) All covenants, conditions, provisions, warranties, guaranties,
indemnities and other undertakings of the Individual Guarantor contained in this
Agreement or any other Facility Document, or in any document referred to in this
Agreement or any other Facility Document or contained in any agreement
supplementary to this Agreement or any other Facility Document, shall be deemed
cumulative to and not in derogation or substitution of any of the terms,
covenants, conditions or agreements of the Individual Guarantor contained in
this Agreement or any other Facility Document.
(g) The Individual Guarantor will pay to the Administrative Agent
all reasonable expenses (including court costs and reasonable attorneys' fees
and expenses) of, or incident to, the enforcement of any of the provisions of
this Agreement and all other charges due against the Collateral, including,
without limitation, taxes, assessments, security interests, Liens or
encumbrances upon the Collateral and any expenses, including transfer or other
taxes, arising in connection with any sale, transfer or other disposition of
Collateral.
Section 4.03. Other Enforcement Rights. The Administrative Agent may
proceed to protect and enforce this Agreement by suit or suits or proceedings in
equity, at law or in bankruptcy, and whether for the specific performance of any
covenant or agreement in this Agreement contained or in execution or aid of any
power in this Agreement granted, or for foreclosure under this Agreement, or for
the appointment of a receiver or receivers for the Collateral or any part
thereof, for the
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recovery of judgment for the obligations secured by this Agreement or for the
enforcement of any other proper, legal or equitable remedy available under
applicable law.
Section 4.04. Effect of Sale, etc . (a) Any sale or sales pursuant to the
provisions of this Agreement, whether under any right or power granted hereby or
thereby or pursuant to any legal proceedings, shall operate to divest the
Individual Guarantor of all right, title, interest, claim and demand whatsoever,
either at law or in equity, of, in and to the Collateral, or any part thereof,
so sold, and any Property so sold shall be free and clear of any and all rights
of redemption by, through or under such Obligor. At any such sale any Lender may
bid for and purchase the Property sold and may make payment therefor as set
forth in clause (b) of this Section 4.04, and any such Lender so purchasing any
such Property, upon compliance with the terms of sale, may hold, retain and
dispose of such Property without further accountability.
(b) The receipt by the Administrative Agent, or by any Person
authorized under any judicial proceedings to make any such sale, of the proceeds
of any such sale shall be a sufficient discharge to any purchaser of the
Collateral, or of any part thereof, sold as aforesaid; and no such purchaser
shall be bound to see to the application of such proceeds, or be bound to
inquire as to the authorization, necessity or propriety of any such sale. In the
event that, at any such sale, any Lender is the successful purchaser, it shall
be entitled, for the purpose of making settlement or payment, to use and apply
such Collateral to the Guarantied Obligations by crediting thereon the amount
apportionable and applicable thereto out of the net proceeds of such sale.
Section 4.05. Delay or Omission; No Waiver. No course of dealing on the
part of the Administrative Agent or any Lender nor any delay or failure on the
part of the Administrative Agent or any Lender to exercise any right shall
impair such right or operate as a waiver of such right or otherwise prejudice
the Administrative Agent's or such Lender's rights, powers and remedies. No
waiver by the Administrative Agent or any Lender of any Default or Event of
Default, whether such waiver be full or partial, shall extend to or be taken to
affect any subsequent Default or Event of Default, or to impair the rights
resulting therefrom except as may be otherwise expressly provided in this
Agreement. Every right and remedy given by this Agreement, by any other Facility
Document or by law to the Administrative Agent may be exercised from time to
time as often as may be deemed expedient by the Administrative Agent.
Section 4.06. Restoration of Rights and Remedies. If the Administrative
Agent shall have instituted any proceeding to enforce any right or remedy under
this Agreement or under any other Facility Document and such proceeding shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Administrative Agent, then and in every such case
the
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Administrative Agent and the Individual Guarantor and the Lenders shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions under this Agreement and under the other Facility
Documents, and thereafter all rights and remedies of the Administrative Agent
shall continue as though no such proceeding had been instituted.
Section 4.07. Application of Proceeds. The proceeds of any exercise of
rights with respect to the Collateral, or any part thereof, and the proceeds and
the avails of any remedy under this Agreement shall be paid to and applied in
accordance with the provisions of the Credit Agreement. If there is a
deficiency, the Individual Guarantor shall, subject always to the other
provisions of this Agreement, remain liable therefor and shall forthwith pay the
amount of any such deficiency to the Administrative Agent.
Section 4.08. Cumulative Remedies. No remedy under this Agreement or
under any other Facility Document is intended to be exclusive of any other
remedy, but each and every remedy shall be cumulative and in addition to any and
every other remedy given under this Agreement or under any other Facility
Document or otherwise existing; nor shall the giving, taking or enforcement of
any other or additional security, collateral or guaranty for the payment or
performance of the Obligations operate to prejudice, waive or affect the
security of this Agreement or any rights, powers or remedies under this
Agreement, nor shall the Administrative Agent or any Lender be required to look
first to, enforce or exhaust any such other or additional security, collateral
or guaranties.
Section 4.09. Waivers by the Individual Guarantor. (a) The
Individual Guarantor hereby waives notice of acceptance of this Agreement and of
extensions of credit, loans, advances or other financial assistance under the
Facility Documents or under any other agreement, note, document or instrument
now or at any time or times hereafter executed by the Individual Guarantor and
delivered to the Administrative Agent or any Lender. The Individual Guarantor
further waives presentment and demand for payment of any of the Guarantied
Obligations, protest and notice of dishonor or default with respect to any of
the Guarantied Obligations, and all other notices to which the Individual
Guarantor might otherwise be entitled, except as otherwise expressly provided in
this Agreement or in the other Facility Documents.
(b) The Individual Guarantor (to the extent that he may lawfully
do so) covenants that it will not at any time insist upon or plead, or in any
manner claim or take the benefit or advance of, any stay (except in connection
with a pending appeal), valuation, appraisal, redemption or extension law now or
at any time hereafter in force that, but for this waiver, might be applicable to
any sale made under any judgment, order or decree based on this Agreement or any
other Facility Document; and the Individual Guarantor (to the extent that he may
lawfully do so) hereby expressly waives and relinquishes all benefit and advance
of
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any and all such laws and hereby covenants that he will not hinder, delay or
impede the execution of any power in this Agreement or therein granted and
delegated to the Administrative Agent, but that he will suffer and permit the
execution of every such power as though no such law or laws had been made or
enacted.
Section 4.10. Consent. Except as may be otherwise provided in Section
6.01 or in the other Facility Documents, the Individual Guarantor hereby
consents that from time to time, before or after the occurrence or existence of
any Event of Default, with or without notice to or assent from the Individual
Guarantor, any security at any time held by or available to the Administrative
Agent for any of the Obligations, or any other security at any time held by or
available to the Administrative Agent for any obligation of any other Person
secondarily or otherwise liable for any of the Guarantied Obligations, may be
exchanged, surrendered, or released and any of the Guarantied Obligations may be
changed, altered, renewed, extended, continued, surrendered, compromised, waived
or released, in whole or in part, as the Administrative Agent or any holder
thereof may see fit, and the Individual Guarantor shall remain bound under this
Agreement notwithstanding any such exchange, surrender, release, change,
alteration, renewal, extension, continuance, compromise, waiver or release.
ARTICLE 5. DEFEASANCE
Section 5.01. Satisfaction and Discharge. If the Obligors shall pay and
discharge the entire indebtedness on all Obligations outstanding by well and
truly paying or causing to be paid the principal of, and interest on, all
Obligations outstanding, as and when the same become due and payable; and if the
Obligors shall also pay or cause to be paid all other sums payable under this
Agreement with respect to the Obligations and all sums payable under any one or
more of the other Facility Documents, and fully and faithfully discharges or
causes to be discharged every other obligation herein or in any other Facility
Document contained or otherwise secured by any of the Facility Documents; and if
all Commitments shall have been terminated, then and in that case all of the
right, title and interest of the Administrative Agent in the Collateral created
hereby shall cease and terminate, and thereupon the Administrative Agent, upon
written request of the Individual Guarantor, shall forthwith execute and
deliver, without recourse, assignments and other instruments acknowledging
satisfaction and discharging all of the right, title and interest of the
Administrative Agent in the Collateral created hereby (subject to any
disposition thereof that may have been made by the Administrative Agent pursuant
to any of the Facility Documents).
Section 5.02. Release of Collateral. If, at any time, the amount of
Collateral held by the Administrative Agent under this Agreement exceeds the
amount of the Guarantied Obligations, then the Administrative Agent, upon
request of the Individual Guarantor, shall remit such excess to the Individual
Guarantor.
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ARTICLE 6. MISCELLANEOUS
Section 6.01. Amendments and Waivers. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by the Individual Guarantor,
the Administrative Agent and the Required Lenders, or by the Individual
Guarantor and the Administrative Agent acting with the consent of the Required
Lenders and any provision of this Agreement may be waived by the Required
Lenders or by the Administrative Agent acting with the consent of the Required
Lenders; provided that no amendment, modification or waiver shall, unless by an
instrument signed by all of the Lenders or by the Administrative Agent acting
with the consent of all of the Lenders: (a) permit the creation of any Lien with
respect to any of the Collateral; (b) effect the deprivation of any Lender of
the benefit of any Lien upon all or any part of the Collateral; (c) create any
priority with respect to any portion of the Guarantied Obligations over any
other portion with respect to the Lien upon all or any part of the Collateral;
or (d) amend, waive or modify the definition of Guarantied Obligations.
Section 6.02. Survival. The obligations of the Individual Guarantor under
Section 3.04 or Section 4.02(h) shall survive the repayment of the Loans and the
termination of the Commitments.
Section 6.03. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the Individual Guarantor, the Lenders
and their respective successors and assigns.
Section 6.04. Notices. Unless the party to be notified otherwise notifies
the other party in writing as provided in this Section, and except as otherwise
provided in this Agreement, notices shall be given in writing to the
Administrative Agent, to the Lenders and to the Individual Guarantor by ordinary
mail, hand delivery, overnight courier or telecopier addressed to such party at
its address on the signature page of this Agreement. Notices shall be effective:
(a) if given by mail, 72 hours after deposit in the mails with first class
postage prepaid, addressed as aforesaid; and (b) if given by telecopier, when
the telecopy is transmitted to the telecopier number as aforesaid; provided that
notices to the Administrative Agent shall be effective upon receipt.
SECTION 6.05. JURISDICTION, IMMUNITIES. (A) THE INDIVIDUAL GUARANTOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED
STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND THE INDIVIDUAL GUARANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
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ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT. THE INDIVIDUAL GUARANTOR 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 THE INDIVIDUAL GUARANTOR AT HIS ADDRESS SPECIFIED IN SECTION
6.04. THE INDIVIDUAL GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE INDIVIDUAL
GUARANTOR FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION
TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS.
THE INDIVIDUAL GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN NEW YORK
STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. THE INDIVIDUAL
GUARANTOR WAIVES ANY RIGHT HE MAY HAVE TO JURY TRIAL.
(b) Nothing in this Section 6.05 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against the Individual Guarantor or his
property in the courts of any other jurisdictions.
(c) To the extent that the Individual Guarantor has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, the Individual Guarantor hereby irrevocably waives such
immunity in respect of his obligations under this Agreement.
Section 6.06. Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this
Agreement.
Section 6.07. Severability. The provisions of this Agreement are intended
to be severable. If for any reason any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
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Section 6.08. 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 party hereto may execute this Agreement by signing any such
counterpart.
SECTION 6.09. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 6.10. Subject to the Credit Agreement. Any and all rights granted
to the Administrative Agent under this Agreement are to be held and exercised by
the Administrative Agent for the benefit of the Lenders, pursuant to the
provisions of the Credit Agreement. To the extent set forth in the Facility
Documents, each of the Lenders shall be a beneficiary of the terms of this
Agreement. Any and all obligations under this Agreement of the parties to this
Agreement, and the rights granted to the Administrative Agent under this
Agreement, are created and granted subject to the terms of the Credit Agreement.
Section 6.11. Power of Attorney. The Individual Guarantor hereby makes,
constitutes and appoints the Administrative Agent the true and lawful agent and
attorney in fact of the Individual Guarantor, with full power of substitution
(a) if an Event of Default exists and is continuing, and to the
fullest extent permitted by applicable law, to transfer any of the Collateral to
the name of the Administrative Agent or its nominee, and to indorse for
negotiation its name;
(b) if an Event of Default exists and is continuing, and to the
fullest extent permitted by applicable law, to receive, open and dispose of all
mail addressed to the Individual Guarantor relating to the Collateral and remove
therefrom any notes, checks, acceptances, drafts, money orders or other
instruments included in the Collateral, with full power to endorse the name of
the Individual Guarantor upon any such notes, checks, acceptances, drafts, money
orders, instruments or other documents relating to the Collateral and to effect
the deposit and collection thereof, and the further right and power to endorse
the name of the Individual Guarantor on any document relating to the Collateral;
(c) if an Event of Default exists and is continuing, to sign the
name of the Individual Guarantor to drafts against its debtors, to notices to
such debtors, to assignments and notices of assignments, financing statements,
continuation statements or other public records or notices and all other
instruments and documents; and
(d) after a request by the Administrative Agent to take any action
to carry out the provisions of this Agreement, including, without limitation,
the grant of the security interest granted to the Administrative Agent with
respect to
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the Collateral and the Administrative Agent's rights created under
this Agreement after a request by the Administrative Agent to take any action,
and the failure or refusal of the Individual Guarantor to comply with such
request within five (5) days, to do any and all things necessary to take such
action in the name and on behalf of the Individual Guarantor.
The Individual Guarantor agrees, in the absence of willful wrongdoing or
gross negligence, that neither the Administrative Agent nor any of its agents,
designees or attorneys-in-fact will be liable for any acts of commission or
omission, or for any error of judgment or mistake of fact or law with respect to
the exercise of the power of attorney granted under this Section 6.11. The power
of attorney granted under this Section 6.11 is coupled with an interest and
shall be irrevocable so long as any Obligation or Commitment remains
outstanding.
Section 6.12. Term of Agreement. This Agreement shall be and remain in
full force and effect so long as any Obligation shall remain unpaid, any Letter
of Credit shall remain outstanding or any Lender shall have any Commitments.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
in his individual capacity
c/o LCC International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
ADMINISTRATIVE AGENT:
THE CHASE MANHATTAN BANK
By: /S/ ▇▇▇▇ ▇. ARIA
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Name: ▇▇▇▇ ▇. Aria
Title: Vice President
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: New York Agency
with a copy to:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ Aria
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
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