AQUIS COMMUNICATIONS GROUP, INC. PLEDGE AGREEMENT
This AQUIS COMMUNICATIONS GROUP, INC. PLEDGE AGREEMENT (this "Pledge
Agreement"), dated as of March , 1999, is between AQUIS COMMUNICATIONS GROUP,
INC., a Delaware corporation ("Pledgor"), and FINOVA CAPITAL CORPORATION, a
Delaware corporation ("Pledgee"), in its individual capacity and as Agent for
all Lenders (as defined below).
Preliminary Statement:
A. Aquis Communications, Inc., a Delaware corporation ("Borrower"), Agent
and Lenders have entered into a Loan Agreement dated December 31, 1998 (the
"Original Loan Agreement"), as amended by a First Amendment to Loan Instruments
of even date herewith (the "First Amendment") among Borrower, Agent and Lenders
(the Original Loan Agreement, as amended by the First Amendment and as the same
may be further amended, supplemented, modified or restated from time to time,
hereinafter is referred to as the "Loan Agreement") pursuant and subject to the
terms and conditions of which Lenders have agreed to make loans and other
financial accommodations to Borrower.
B. Pledgor is the owner of all of the issued and outstanding capital stock
of Borrower. Accordingly, Pledgor has a direct financial interest in inducing
Lenders to enter into the Loan Agreement.
C. One of the conditions precedent to the consent of Lenders to the Paging
Partners Merger and the obligation of Lenders to disburse the Merger Portion is
the execution and delivery by Pledgor of this Pledge Agreement.
NOW, THEREFORE, in order to induce Lenders to enter into the Loan
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, Pledgor and Pledgee hereby agree
as follows:
1. Definitions. All capitalized terms used but not elsewhere defined in
this Pledge Agreement shall have the respective meanings ascribed to such terms
in the Loan Agreement. The following terms shall have the following meanings in
this Pledge Agreement:
Collateral: the Securities and all dividends, distributions and
other amounts or additional securities of Borrower or any successor in
interest to Borrower and other Property to which Pledgor or any successor
in interest to Pledgor (with or without additional consideration) is or
becomes entitled by virtue of the ownership by such Person of any of the
Securities or as the result of any corporate reorganization, merger,
consolidation, stock split, stock dividend, distribution, conversion,
preemptive right or otherwise, and the proceeds thereof.
Securities: all of the capital stock of Borrower and any warrants,
options or other rights to purchase the capital stock of Borrower
described in Exhibit A hereto, and duly executed assignments separate from
certificates, in form and substance satisfactory to Pledgee.
Pledgors' Obligations: (i) any and all Indebtedness, due or to
become due, now existing or hereafter arising, of Pledgor to Lenders
pursuant to the terms of this Pledge Agreement or any other Loan
Instrument to which Pledgor is a party and (ii) the performance of the
covenants of Pledgor contained in this Pledge Agreement and all other Loan
Instruments to which Pledgor is a party.
2. Pledge of Collateral. To secure payment and performance of Borrower's
Obligations and Pledgors' Obligations, Pledgor hereby pledges, assigns and
grants to Pledgee, for the benefit of Lenders, a Lien in all Collateral now
owned or hereafter acquired by Pledgor.
3. Representations, Warranties and Covenants. Pledgor hereby represents,
warrants and covenants to Pledgee that with respect to the Collateral pledged by
Pledgor to Pledgee on the date hereof, (i) such Collateral represents 100% of
the issued and outstanding capital stock and warrants, options and other rights
to purchase capital stock of Borrower, (ii) Pledgor is the legal and beneficial
owner of such Collateral, (iii) such Collateral is validly issued, fully paid
and non-assessable and is registered in the name of Pledgor, (iv) the pledge of
such Collateral pursuant to the terms of this Pledge Agreement creates a valid,
and, upon the delivery of certificates representing the Securities included in
such Collateral to Pledgee, a perfected, first Lien on such Collateral in favor
of Pledgee, (v) none of such Collateral is subject to any Lien of any kind
whatsoever, except for the first Lien on such Collateral granted to Pledgee
hereby, (vi) no authorization, approval or other action by, or notice to or
filing with, any Governmental Body is required for the pledge by Pledgor of such
Collateral pursuant to the terms of this Pledge Agreement and (vii) until all of
Borrower's Obligations and Pledgors' Obligations have been paid and performed in
full, Pledgor: (A) will not create or permit to exist any Lien upon or with
respect to such Collateral, except for the first Lien thereon granted to Pledgee
by this Pledge Agreement, and (B) will not sell, transfer, convey, assign, or
otherwise divest Pledgor's interest in such Collateral, or any part thereof, to
any other Person. Pledgor further represents and warrants to Pledgee that the
address of the chief executive office of Pledgor is set forth below Pledgor's
signature on the signature page to this Pledge Agreement, which address is also
the address to which notices under this Pledge Agreement may be given to
Pledgor.
4. Additional Securities; Stock Splits; Stock Dividends.
4.1 Additional Securities. Pledgor agrees that in the event that
Pledgor, by virtue of the ownership by Pledgor of any of the Collateral,
now is, or hereafter becomes, entitled (with or without additional
consideration) to other or additional capital stock as the result of any
reorganization, merger, consolidation, stock split, stock dividend,
conversion, exercise of warrant or preemptive right or otherwise, Pledgor
shall:
4.1.1 Delivery. Cause the issuer of such additional capital
stock to deliver to Pledgee all certificates and other documents, if
any, evidencing the ownership by Pledgor of such additional capital
stock and hereby authorizes and empowers Pledgee to demand the same
from such issuer, and agrees if such certificates and other
documents are delivered to Pledgor, to take possession thereof in
trust for Pledgee;
4.1.2 UCC Financing Statements and Assignments Separate from
Certificate. Deliver to Pledgee (i) such UCC financing statements
and other
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documents executed by Pledgor as Pledgee reasonably may request to
perfect Pledgee's security interest in such additional capital stock
and (ii) an assignment separate from certificate with respect to
such capital stock, executed in blank by Pledgor;
4.1.3 Representations and Warranties. Deliver to Pledgee a
certificate, executed by Pledgor and dated the date of such pledge
as to the truth and accuracy on such date of the representations and
warranties set forth in Section 3 hereof; and
4.1.4 Additional Documents. Deliver to Pledgee such other
certificates, documents and other instruments as Pledgee may
reasonably request in connection with the pledge of such additional
capital stock by Pledgor.
4.2 Additional Collateral. Pledgor agrees that such additional
capital stock shall constitute a portion of the Collateral and be subject
to this Pledge Agreement in the same manner and to the same extent as the
Securities pledged hereby to Pledgee on the date hereof.
5. Voting Power; Distributions. Unless and until an Event of Default shall
have occurred and be continuing, Pledgor shall be entitled to exercise all
voting powers in all company matters pertaining to the Collateral pledged by
Pledgor hereunder or otherwise, for any purpose not inconsistent with, or in
violation of, any of the Loan Instruments. Except as otherwise provided in the
Loan Agreement, unless and until all of Borrower's Obligations and Pledgors'
Obligations have been performed and paid in full, no Pledgor shall be entitled
to receive any dividends or distributions with respect to any portion of the
Collateral. If any such dividends or distributions are received by Pledgor in
violation of the terms of this Section 5, such distributions shall be (i) held
in trust by Pledgor on behalf of Pledgee, (ii) turned over to Pledgee by Pledgor
immediately upon receipt thereof and (iii) deemed to constitute a portion of the
Collateral pledged by Pledgor to Pledgee hereunder.
6. Default and Remedies.
6.1 Occurrence. The occurrence of an Event of Default under the Loan
Agreement shall constitute an Event of Default hereunder.
6.2 Remedies. If an Event of Default shall occur and be continuing,
Pledgee, at its option, may:
6.2.1 Registration. Cause the Collateral to be registered in
its name or in the name of its nominee;
6.2.2 Voting Power. Subject to the provisions of Section 12,
exercise all voting powers pertaining to the Collateral and
otherwise act with respect thereto as though Pledgee were the owner
thereof;
6.2.3 Distributions. Receive all dividends and distributions
of any kind whatsoever on all or any part of the Collateral;
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6.2.4 Collection; Conversion. Exercise any and all rights of
collection, conversion or exchange, and any and all other rights,
privileges, options or powers of Pledgor pertaining or relating to
the Collateral;
6.2.5 Sale of Collateral. Subject to any applicable state or
federal securities laws, sell, assign and deliver the whole, or from
time to time, any part of the Collateral at any broker's board or at
any private sale or at public auction, with or without demand for
performance or advertisement of the time or place of sale or
adjournment thereof or otherwise, and free from any right of
redemption (all of which hereby expressly are waived by Pledgor) for
cash, for credit or for other property, for immediate or future
delivery, and for such price and on such terms as Pledgee in its
sole discretion may determine;
6.2.6 Other Remedies. Exercise any other remedy specifically
granted under this Pledge Agreement or now or hereafter existing in
equity, or at law, by virtue of statute or otherwise; and
6.3 Agreement to Sell Collateral. For the purposes of this Section
6, an agreement to sell all or any part of the Collateral shall be treated
as a sale thereof and Pledgee shall be free to carry out such sale
pursuant to such agreement, and Pledgor shall not be entitled to the
return of any of the same subject thereto, notwithstanding the fact that
after Pledgee shall have entered into such an agreement, all Events of
Default hereunder may have been remedied or all of Borrower's Obligations
and Pledgor's Obligations may have been paid and/or performed in full,
provided that Pledgee shall have given to Pledgor the notice referred to
in subsection 6.2.5 at least 30 days prior to Pledgee's entry into any
agreement to sell all or any part of the Collateral in a private sale.
6.4 Pledgee May Bid. At any sale made pursuant to Section 6.2 above,
Pledgee may bid for and purchase, free from any right of equity or
redemption on the part of Pledgor (the same hereby being waived and
released by Pledgor), any part or all of the Collateral that is offered
for sale, and Pledgee, upon compliance with the terms of sale, may hold,
retain and dispose of such Collateral without further accountability
therefor.
6.5 Proceeds of Sale. The proceeds of any sale of the whole or any
part of the Collateral and any other monies at the time held by Pledgee
under the provisions of this Pledge Agreement shall be applied in
accordance with the terms of Section 8.4 of the Loan Agreement.
6.6 No Duty of Pledgee. Pledgee shall not have any duty to exercise
any of the rights, privileges, options or powers or to sell or otherwise
realize upon any of the Collateral, as hereinbefore authorized, and
Pledgee shall not be responsible for any failure to do so or delay in so
doing.
6.7 Effect of Sale. Any sale of all or any portion of the Collateral
pursuant to Section 6.2 above shall operate to divest all right, title and
interest of Pledgor to the Collateral which is the subject of any such
sale.
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6.8 Securities Act. Pledgor acknowledges that Pledgee may be unable
to effect a public sale of all or a part of the Collateral by reason of
certain prohibitions contained in the Securities Act, or that it may be
able to do so only after delay which might adversely affect the value that
might be realized upon the sale of the Collateral. Accordingly, Pledgor
agrees that Pledgee, without the necessity of attempting to cause any
registration of the Collateral to be effected under the Securities Act,
may sell the Collateral or any part thereof in one or more private sales
to a restricted group of purchasers who may be required to agree, among
other things, that they are acquiring the Collateral for their own
account, for investment purposes only, and not with a view toward the
distribution or resale thereof. Pledgor agrees that any such private sale
may be at prices or on terms less favorable to the owner of the Collateral
sold than would be the case if such Collateral was sold at public sale,
and that any such private sale shall not be deemed not to have been made
in a commercially reasonable manner by virtue of such sale having been a
private sale.
6.9 Applications to Government Bodies. Upon the occurrence of an
Event of Default, Pledgor, upon the request of Pledgee and at Pledgor's
sole cost and expense, shall assist Pledgee in obtaining any required
approval for any action or transaction contemplated hereby, including, but
not limited to (i) preparing, signing and filing with the FCC and/or any
other Governmental Body the assignor's or transferor's portion of any
application or applications for consent to the assignment of or transfer
of control over license necessary or appropriate under the Communications
Act, applicable law or the rules and regulations of any other Governmental
Body to any sale, assignment or transfer to Pledgee or any other Person of
any or all Collateral hereunder or any Licenses of Borrower and (ii)
executing all applications and other documents and taking all other
actions requested by Pledgee to enable Pledgee, its designee, any
receiver, trustee or similar official or any purchaser to obtain from the
FCC or any other Person any required authority necessary to operate the
Paging Business of Borrower.
6.10 Transfer of Control to Other Persons. Pledgor acknowledges and
agrees that a transfer of control of the Collateral or an assignment of
any License of Borrower may be made to a receiver, trustee or similar
official or to any purchaser of all or any part of the other Collateral
hereunder, pursuant to any court order, public or private sale, judicial
sale, foreclosure or the exercise of any other remedies available to
Pledgee hereunder or under applicable law.
6.11 Notice. Pledgee shall give not less than 10 Business Days'
prior written notice to Pledgor of any sale pursuant to this Section 6.
Pledgor hereby agrees that such notice is commercially reasonable.
7. Power of Attorney. To effectuate the rights and remedies of Pledgee
under this Pledge Agreement, Pledgor hereby irrevocably appoints Pledgee as its
attorney-in-fact, in the name of such Pledgor or in the name of Pledgee, to:
7.1 Execution of Financing Statements. Execute and file from time to
time financing statements, continuation statements, termination statements
and amendments thereto, covering the Collateral, in form reasonably
satisfactory to Pledgee.
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7.2 Execution of Other Documents. Take all action and execute all
documents referred to in Section 6.2 and 6.9 above.
The power of attorney granted pursuant to this Section 7 is coupled with an
interest and shall be irrevocable until all of Borrower's Obligations have been
paid and performed in full.
8. Pledgee's Obligations, Custodial Agreement, Performance Rights, Pledge
Does Not Make Pledgee a Shareholder. Pledgee shall not have any duty to protect,
preserve or enforce rights against the Collateral other than a duty of
reasonable custodial care of any such Collateral in its possession, it being
understood that Pledgee shall (i) have no responsibility for (A) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relating to the Collateral, whether or not Pledgee has or is
deemed to have knowledge of such matters, (B) taking any necessary steps to
preserve rights against any parties with respect to the Collateral or (C) making
any capital contributions or other payments on behalf of Pledgor and (ii) not be
deemed to be a shareholder of Borrower unless Pledgee purchases or otherwise
retains the applicable portion of the Collateral in connection with a
foreclosure.
9. Termination of Pledge Agreement. Pledgee shall deliver to Pledgor the
Collateral in its possession and this Pledge Agreement thereupon shall terminate
upon the the payment and performance in full of all of Borrower's Obligations
and Pledgor's Obligations.
10. Miscellaneous.
10.1 Exercise of Rights. Pledgor unconditionally agrees that if an
Event of Default has occurred and is continuing, Pledgee may exercise its
rights and remedies hereunder prior to, concurrently with, or subsequent
to the exercise by Pledgee of its rights and remedies against Pledgor or
any other Person under any of the Loan Instruments or otherwise. The
obligations of Pledgor under this Pledge Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to,
and shall not be released or discharged or in any way affected by:
10.1.1 Amendments. Any amendment or modification of or
supplement to any of the Loan Instruments;
10.1.2 Exercise or Non-Exercise of Rights. Any exercise or
non-exercise of any right or remedy under any of the Loan
Instruments, or the granting of any postponements or extensions for
time of payment or other indulgences to Pledgor or any other Person,
or the settlement or adjustment of any claim or the release or
discharge or substitution of any Person primarily or secondarily
liable with respect to any of the Loan Instruments;
10.1.3 Bankruptcy. The institution of any bankruptcy,
insolvency, reorganization, debt arrangement, readjustment,
composition, receivership or liquidation proceedings by or against
Pledgor, Borrower or any other Person; or
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10.1.4 Other Defenses. Any other circumstance which otherwise
might constitute a defense to, or a discharge of, Pledgor with
respect to Borrower's Obligations and/or Pledgor's Obligations.
10.2 Rights Cumulative. Each and every right, remedy and power
granted to Pledgee hereunder shall be cumulative and in addition to any
other right, remedy or power specifically granted herein or now or
hereafter existing in equity, at law, by virtue of statute or otherwise
and may be exercised by Pledgee, from time to time, concurrently or
independently and as often and in such order as Pledgee may deem
expedient. Any failure or delay on the part of Pledgee in exercising any
such right, remedy or power, or abandonment or discontinuance of steps to
enforce the same, shall not operate as a waiver thereof or affect the
right of Pledgee thereafter to exercise the same, and any single or
partial exercise of any such right, remedy or power shall not preclude any
other or further exercise thereof or the exercise of any other right,
remedy or power, and no such failure, delay, abandonment or single or
partial exercise of rights of Pledgee hereunder shall be deemed to
establish a custom or course of dealing or performance among the parties
hereto.
10.3 Modification. Any modification or waiver of any provision of
this Pledge Agreement, or any consent to any departure by Pledgor
therefrom, shall not be effective in any event unless the same is in
writing and signed by Pledgee and then such modification, waiver or
consent shall be effective only in the specific instance and for the
specific purpose given. Any notice to or demand on Pledgor in any event
not specifically required of Pledgee hereunder shall not entitle such or
Pledgor to any other or further notice or demand in the same, similar or
other circumstances unless specifically required hereunder.
10.4 Further Assurances. Pledgor agrees that at any time, and from
time to time, after the execution and delivery of this Pledge Agreement,
Pledgor promptly will execute and deliver to Pledgee such financing
statements, continuation statements, termination statements, amendments to
any of the foregoing and other documents, in form satisfactory to Pledgee,
as Pledgee from time to time reasonably may require to perfect and
continue in effect the Security Interests, to carry out the purposes of
this Pledge Agreement and to protect Pledgee's rights hereunder. Pledgor,
upon demand, shall pay the cost of filing all such financing statements,
continuation statements, termination statements, amendments to any of the
foregoing and other documents.
10.5 Preservation of Collateral. Pledgor agrees that it will
warrant, preserve, maintain and defend, at the expense of Pledgor, the
right, title and interest of Pledgee in and to the Collateral and all
right, title and interest represented thereby against all claims, charges
and demands of all Persons whomsoever which are based on a breach of
Borrower's Obligations and/or Pledgor's Obligations hereunder.
10.6 Notices. All notices and communications under this Pledge
Agreement shall be delivered in the manner set forth in the Loan
Agreement, with all notices to Pledgor to be sent to the address of
Pledgor set forth below its signature on the signature page to this Pledge
Agreement executed by Pledgor.
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10.7 Governing Law. This Pledge Agreement shall be governed by the
laws and decisions of the State of Arizona. For the purposes of this
Section 9.7, this Pledge Agreement shall be deemed to be performed and
made in the State of Arizona.
10.8 Severability. In the event that any provision of this Pledge
Agreement is deemed to be invalid by reason of the operation of any law,
including, but not limited to, any of the rules and regulations and
policies of the FCC, or by reason of the interpretation placed thereon by
any court or the FCC or any other Governmental Body, as applicable, the
validity, legality and enforceability of the remaining terms and
provisions of this Pledge Agreement shall not in anyway be affected or
impaired thereby, all of which shall remain in full force and effect, and
the affected term or provision shall be modified to the minimum extent
permitted by law so as to achieve most fully the intention of this Pledge
Agreement.
10.9 Successors and Assigns. This Pledge Agreement shall inure to
the benefit of the successors and assigns of Pledgee and shall be binding
upon the successors and assigns of Pledgor.
10.10 Counterparts. This Pledge Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but
all of which when taken together shall be deemed to be one and the same
instrument. Each party hereto may execute a separate signature page to
this Pledge Agreement which signature page need not contain the signatures
of or a reference to any other party hereto.
10.11 Notation on Books. Concurrently with the execution and
delivery hereof, Pledgor shall cause Borrower to register in its books the
security interests in and the pledge of the Collateral effected hereby.
11. Pledgee's Right to Specific Performance. Pledgor acknowledges that FCC
authorization is integral to Pledgee's realization of the value of all of the
Collateral, that Borrower's Licenses are unique assets, that there is no
adequate remedy at law for failure by Pledgor to comply with the provisions of
Section 6 and that such failure would not be adequately compensable in monetary
damages; therefore, Pledgor agrees that, in addition to all other remedies
available at law or in equity, Pledgee shall be entitled to obtain decree(s) of
specific performance entitling it to temporary restraining order(s), preliminary
injunction(s) or permanent injunction(s) to specifically enforce and require
specific performance of the provisions of Section 6. Pledgor agrees that notice
shall be adequate for the entry of a decree of specific performance in respect
of any such matter (i) in the case of a temporary restraining order, upon 24
hours' prior notice of the hearing hereof and (ii) in the case of any other
proceeding, upon 5 days' prior notice of the hearing thereof. Pledgor agrees
that notice shall be adequate for the entry of a decree of specific performance
with respect to any such matter (i) in the case of a temporary restraining
order, upon twenty-four (24) hours' prior notice of the hearing thereof and (ii)
in the case of any other proceeding, upon three (3) days' prior notice of the
hearing thereof, and hereby waives all requirements and demands that Pledgor
give any greater notice of such hearings or post a bond or other surety
arrangement in connection with the issuance of such decree.
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12. FCC Approval. Notwithstanding anything to the contrary contained in
this Pledge Agreement or any of the other Loan Instruments, no party hereto
shall take any action, including, but not limited to, the operation of any
Paging Business that would constitute or result in the transfer or assignment of
any License issued to or held by Borrower, or a transfer of control over any
such License, whether de jure or de facto, if such assignment or transfer would
require under then existing law the prior approval of and/or any notice to the
FCC, without such party first having notified the FCC of any such assignment or
transfer and, if required under then existing law, obtaining the approval of the
FCC therefor, notifying the FCC of the consummation thereof and complying with
all other applicable provisions of the Communications Act. The parties hereto
intend that the powers of Pledgee hereunder, in all relevant aspects, shall be
governed by the Communications Act and all other applicable statutory
requirements and rules and regulations, including, without limitation, those of
the FCC.
13. Jurisdiction And Venue. Pledgor hereby agrees that all actions or
proceedings initiated by Pledgor in any capacity and arising directly or
indirectly out of this Pledge Agreement shall be litigated in the Superior Court
of Arizona, Maricopa County Division, or the United States District Court for
the District of Arizona, or, if Pledgee or any Lender initiates such action, in
addition to the foregoing courts, any court in which Pledgee or such Lender
shall initiate or to which Pledgee or such Lender shall remove such action, to
the extent such court has jurisdiction. Pledgor hereby expressly submits and
consents in advance to such jurisdiction in any action or proceeding commenced
in or removed by Pledgee or any Lender to any of such courts, and hereby waives
personal service of the summons and complaint, or other process or papers issued
therein, and agrees that service of such summons and complaint or other process
or papers may be made by registered or certified mail addressed to Pledgor at
the address to which notices are to be sent to Pledgor pursuant to Section 9.6.
Pledgor waives any claim that Maricopa County, Arizona or the district of
Arizona is an inconvenient forum or an improper forum based on lack of venue.
Should Pledgor, after being so served, fail to appear or answer to any summons,
complaint, process or papers so served within the number of days prescribed by
law after the mailing thereof, Pledgor shall be deemed in default and an order
and/or judgment may be entered by Pledgee or any lender against Pledgor as
demanded or prayed for in such summons, complaint, process or papers. The
exclusive choice of forum for Pledgor set forth in this Section 12 shall not be
deemed to preclude the enforcement, by Pledgee or any Lender, of any judgment
obtained in any other forum or the taking, by Pledgee or any Lender, of any
action to enforce the same in any other appropriate jurisdiction, and Pledgor
hereby waives the right to collaterally attack any such judgment or action.
14. Waiver of Right To Jury Trial. Pledgee and Pledgor acknowledge and
agree that any controversy which may arise under this Pledge Agreement or any
other Loan Instrument or with respect to the transactions contemplated thereby
would be based upon difficult and complex issues and, therefore, the parties
agree that any lawsuit arising out of any such controversy will be tried in a
court of competent jurisdiction by a judge sitting without a jury.
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IN WITNESS WHEREOF, Pledgor and Pledgee have caused this Pledge Agreement
to be executed as of the date first above written.
AQUIS COMMUNICATIONS GROUP, INC., a
Delaware corporation
By: /s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
Borrower's Acknowledgment
The undersigned hereby (i) acknowledges the pledge of the Securities
described above pursuant to the terms of this Pledge Agreement, (ii) confirms to
Pledgor and Pledgee that the undersigned has registered such pledge on its books
and records per the instructions of Pledgor and (iii) confirms to Pledgee that
its books and records reflect no other Liens on the Securities described above
and that the undersigned has no knowledge of any such other Liens.
AQUIS COMMUNICATIONS, INC., a
Delaware corporation
By: /s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
Pledgee's Acknowledgment
Pledgee acknowledges receipt of the certificates representing the
Securities described above.
FINOVA CAPITAL CORPORATION, a Delaware
corporation, as Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Borrower's Acknowledgment
The undersigned hereby (i) acknowledges the pledge of the Securities
described above pursuant to the terms of this Pledge Agreement, (ii) confirms to
Pledgor and Pledgee that the undersigned has registered such pledge on its books
and records per the instructions of Pledgor and (iii) confirms to Pledgee that
its books and records reflect no other Liens on the Securities described above
and that the undersigned has no knowledge of any such other Liens.
AQUIS COMMUNICATIONS, INC., a
Delaware corporation
By: /s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
Pledgee's Acknowledgment
Pledgee acknowledges receipt of the certificates representing the
Securities described above.
FINOVA CAPITAL CORPORATION, a Delaware
corporation, as Agent
By:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
EXHIBIT A
Pledged Securities
Owner Number of Shares Stock Certificate Number
----- ---------------- ------------------------
Aquis Communications Group, Inc. 100 1