EXHIBIT 4.2
COLLATERAL PLEDGE AND SECURITY AGREEMENT
COLLATERAL PLEDGE AND SECURITY AGREEMENT, dated as of April 25, 1996,
between NEXTLINK Communications, L.L.C., a limited liability company formed
under the laws of the State of Washington (the "Pledgor") and United States
Trust Company of New York, as collateral agent, (the "Trustee") for the holders
("Holders") of the Notes (as defined herein) of the Pledgor.
WHEREAS, the Pledgor and United States Trust Company of New York, as
trustee, have entered into that certain indenture dated as of April 25, 1996 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Indenture"), pursuant to which the Pledgor is issuing on the date hereof
$350,000,000 in aggregate principal amount of Senior Notes due 2006 (the
"Notes"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Indenture; and
WHEREAS, the Pledgor agrees, pursuant to the Indenture, to (i)
purchase Government Securities (together with any replacement or substitute
securities, the "Pledged Securities") in an amount sufficient upon receipt of
scheduled interest and principal payments in respect of Pledged Securities, in
the opinion of a nationally recognized firm of independent accountants selected
by the Pledgor, to provide for payment of the first six scheduled interest
payments due on the Notes and (ii) place such Pledged Securities in an account
held by the Trustee for the benefit of Holders of the Notes; and
WHEREAS, the Pledgor is the legal and beneficial owner of the Pledged
Securities; and
WHEREAS, to secure its obligations under the Indenture and the Notes
(the "Obligations"), the Pledgor has agreed to (i) pledge to the Trustee for its
benefit and the ratable benefit of the Holders of Notes, a security interest in
the Pledged Securities and the Pledge Account (as defined below) and (ii)
execute and deliver this Pledge Agreement in order to secure the payment and
performance by the Pledgor of all such Obligations.
WITNESSETH:
NOW THEREFORE, the parties hereto agree as follows:
1. Pledge and Grant of Security Interest.
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The Pledgor hereby pledges to the Trustee for its benefit and for the
ratable benefit of the Holders of Notes, and grants to the Trustee for its
benefit and for the ratable benefit of the Holders of Notes, a continuing first
priority security interest in and to (i) all of Pledgor's right, title and
interest in the Pledged Securities and the Pledge Account, (ii) the certificates
or other evidence of ownership representing the Pledged Securities and the
Pledge Account, and (iii) all products and proceeds of any of the Pledged
Securities, including, without limitation, all dividends, interest, principal
payments, cash, options, warrants, rights, instruments, subscriptions and other
property or proceeds from time to time received, receivable or otherwise
distributed or distributable in respect of or in exchange for any or all of the
Pledged Securities (collectively, the "Collateral").
2. Security for Obligations.
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The Pledge Agreement and the Collateral secure the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of all Obligations.
3. Delivery of Collateral; Pledge Account;
Interest; Substitution of Collateral.
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(a) All certificates or instruments representing or evidencing the
Collateral shall be delivered to and held by or on behalf of the Trustee
pursuant thereto and shall be in suitable form for transfer by delivery, or
shall be accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Trustee.
(b) Concurrently with the execution and delivery hereof, the Trustee
shall establish an account entitled the "NEXTLINK COMMUNICATIONS PLEDGE
ACCOUNT" for the deposit of the Pledged Securities (the "Pledge Account")
at its office at 114 West 47th Street, New York, New York 10036. Subject
to the other terms and conditions of this Pledge Agreement, all funds or
other property accepted by the Trustee pursuant to this
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Pledge Agreement shall be held in the Pledge Account for the benefit of the
Trustee and the ratable benefit of the Holders of Notes.
(c) All interest earned on any Collateral shall be retained in the
Pledge Account (or reinvested, as the case may be), pending disbursement
pursuant to the terms hereof.
(d) At any time while the Pledge Agreement is in force the Pledgor may
substitute Marketable Securities for the Government Securities originally
pledged as collateral hereunder; provided, however that the Marketable
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Securities so substituted must have a value (measured at the date of
substitution), in the opinion of a nationally recognized firm of
independent public accountants selected by the Pledgor, at least equal to
125% of the amount of any of the first six scheduled interest payments on
the Notes that are unpaid (or the pro rata portion of such interest
payments equal to the percentage of such interest payments to be secured by
such Marketable Securities) as of the date such Marketable Securities are
proposed to be substituted as security for the Pledgor's obligations
hereunder. Concurrently with such substitution, the Pledgor will deliver
to the Trustee a certificate signed by an executive officer of the Pledgor
reaffirming the representations and warranties set forth in Section 5(a)
through (g) hereof.
(e) Pending disbursement of funds from the Pledge Account as
contemplated hereby, the Trustee may reinvest any interest payments
received in respect of the Pledged Securities in money market deposit
accounts issued or offered by an Eligible Institution, provided that any
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monies so reinvested and the securities acquired thereby must be (i) held
as Collateral in the Pledge Account, (ii) subject to the security interest
created hereby and (iii) otherwise subject to the terms hereof.
4. Disbursements.
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(a) Not less than five (5) Business Days prior to the date of any of
the first six scheduled interest payments due on the Notes the Pledgor may,
in writing, direct the Trustee to transfer from the Pledge Account to the
Trustee in its capacity as Paying Agent funds necessary to provide for
payment in full or any portion of the next scheduled interest payment on
the Notes.
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Upon receipt of such written request, the Trustee will take any action
necessary to provide for the payment of such interest payment on the Notes
directly to the Holders of Notes from proceeds of the Pledged Securities in
the Pledge Account.
(b) If the Pledgor makes any interest payment or portion of an
interest payment for which the Pledged Securities are collateral from a
source of funds other than the Pledge Account ("Pledgor Funds"), the
Pledgor may, after payment in full for such interest payment, direct the
Trustee in writing to release to the Pledgor or at the direction of the
Pledgor an amount of funds from the Pledge Account less than or equal to
the amount of Pledgor Funds so expended. Upon receipt of a direction from
the Pledgor and any other documentation reasonably satisfactory to the
Trustee to substantiate such use of Pledgor Funds by the Pledgor (including
the certificate described in the following sentence), the Trustee will take
any action necessary to enable it to pay over to the Pledgor the requested
amount. Concurrently with any release of funds to the Pledgor pursuant to
this Section 4(b), the Pledgor will deliver to the Trustee a certificate
signed by an executive officer of the Pledgor stating that such use of
Pledgor Funds has been duly authorized by all necessary corporate action,
and does not contravene, or constitute a default under, any provisions of
applicable law or regulation or of the certificate of incorporation of the
Pledgor or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Pledgor or result in the creation or imposition
of any Lien on any assets of the Pledgor.
(c) If at any time the amount of Pledged Securities exceeds (i) (for
so long as the Pledged Securities consist solely of Government Securities)
100% of the amount sufficient, in the opinion of a nationally recognized
firm of independent public accountants selected by the Pledgor, to provide
for payment in full of the first six scheduled interest payments due on the
Notes (or, in the event an interest payment or payments have been made, an
amount sufficient to provide for payment in full of any interest payments
then remaining, up to and including the sixth scheduled interest payment)
and (ii) (if at any time Marketable Securities have been substituted for
any Government Securities) 125% of the amount sufficient, in the opinion of
a nationally recognized firm of independent public accountants selected by
the
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Pledgor, (or such pro rata portion of such interest payments then remaining
unpaid as is equal to the percentage of such interest payments then secured
by Marketable Securities), the Pledgor may direct the Trustee in writing to
release any such overfunding to it. Upon receipt of a request from the
Pledgor and any other documentation reasonably satisfactory to the Trustee
to substantiate such excess, the Trustee will pay over to the Pledgor any
such overfunded amount.
(d) Upon payment in full of the first six scheduled interest payments
on the Notes, the security interest in the Collateral evidenced by this
Pledge Agreement will terminate and be of no further force and effect.
Furthermore, upon the release of any Collateral from the Pledge Account in
accordance with the terms of this Pledge Agreement, whether upon release of
Collateral to Holders as payment of interest, to the Company or otherwise,
the security interest evidenced by this Pledge Agreement in the Collateral
so released will terminate and be of no further force and effect.
5. Representations and Warranties.
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The Pledgor hereby represents and warrants that:
(a) The execution, delivery and performance by the Pledgor of this
Pledge Agreement do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of
formation of the Pledgor or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Pledgor or result in the
creation or imposition of any Lien on any assets of the Pledgor, except for
the security interests granted under this Pledge Agreement.
(b) No financing statement covering the Pledged Securities is on file
in any public office (other than the financing statements filed pursuant to
this Pledge Agreement.
(c) Upon the delivery to the Trustee of the certificates, if any,
representing the Pledged Securities, any filing of financial statements
required by the Uniform Commercial Code (the "UCC") and the notations on
the records of the Trustee that it holds the Pledged Securities as pledgee,
the pledge of the Collateral pursuant to this Pledge Agreement creates a
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valid and perfected first priority security interest in and to the
Collateral, securing the payment of the Obligations for the benefit of the
Trustee and the ratable benefit of the Holders of Notes, enforceable as
such against all creditors of the Pledgor and any persons purporting to
purchase any of the Collateral from the Pledgor other than as permitted by
the Indenture.
(d) No consent of any other person and no consent, authorization,
approval, or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required either (i) for the
pledge by the Pledgor of the Collateral pursuant to this Pledge Agreement
or for the execution, delivery or performance of this Pledge Agreement by
the Pledgor (except for any filings and notations necessary to perfect
Liens on the Collateral) or (ii) for the exercise by the Trustee of the
rights provided for in this Pledge Agreement or the remedies in respect of
the Collateral pursuant to this Pledge Agreement.
(e) The pledge of the Collateral pursuant to this Pledge Agreement is
not prohibited by any applicable law or government regulation, release
interpretation or opinion of the Board of Governors of the Federal Reserve
System or other regulatory agency (including, without limitation,
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System).
6. Further Assurances.
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The Pledgor agrees to promptly take such actions and to execute and
deliver or cause to be executed and delivered, or use its best efforts to
procure, such stock or bond powers, proxies, assignments, instruments and such
other or different writings as the Trustee may request, all in form and
substance satisfactory to the Trustee, deliver any instruments to the Trustee
and take any other actions that are necessary or, in the opinion of the Trustee,
desirable, to perfect, continue the perfection of, confirm and assure the first
priority of the Trustee's security interest in the Collateral, to protect the
Collateral against the rights, claims or interests of third persons, to
otherwise effect the purposes of this Pledge Agreement.
7. Covenants.
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The Pledgor covenants and agrees with the Trustee and the Holders of
Notes from and after the date of this
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Pledge Agreement until the earlier of payment in full in cash of (A) each of the
first six scheduled interest payments due on the Notes under the terms of the
Indenture or (B) all Obligations due and owing under the Indenture and the Notes
in the event such Obligations become due and payable prior to the payment of the
first six scheduled interest payments on the Notes:
(a) The Pledgor agrees that it will not (i) sell or otherwise dispose
of, or grant any option or warrant with respect to, any of the Collateral
or (ii) create or permit to exist any Lien upon or with respect to any of
the Collateral (except for the lien created pursuant to this Pledge
Agreement) and at all times will be the sole beneficial owner of the
Collateral.
(b) The Pledgor agrees that it will not (i) enter into any agreement
or understanding that purports to or may restrict or inhibit the Trustee's
rights or remedies hereunder, including, without limitation, the Trustee's
right to sell or otherwise dispose of the Collateral or (ii) fail to pay or
discharge any tax, assessment or levy of any nature not later than five
days prior to the date of any proposed sale under any judgement, writ or
warrant of attachment with regard to the Collateral.
8. Power of Attorney.
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In addition to all of the powers granted to the Trustee pursuant to
Article 6 of the Indenture, the Pledgor hereby appoints and constitutes the
Trustee as the Pledgor's attorney-in-fact to exercise to the fullest extent
permitted by law all of the following powers upon and at any time after the
occurrence and during the continuance of an Event of Default: (i) collection of
proceeds of any Collateral; (ii) conveyance of any item of Collateral to any
purchaser thereof; (iii) giving of any notices or recording of any Liens under
Section 6 hereof; (iv) making of any payments or taking any acts under Section 9
hereof and (v) paying or discharging taxes or Liens levied or placed upon the
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Trustee in its sole discretion, and
such payments made by the Trustee to become the Obligations of the Pledgor to
the Trustee, due and payable immediately upon demand. The Trustee's authority
hereunder shall include, without limitation, the authority to endorse and
negotiate any checks or instruments representing proceeds of Collateral in the
name of the Pledgor, execute and give receipt for any
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certificate of ownership or any document constituting Collateral, transfer title
to any item of Collateral, sign the Pledgor's name on all financing statements
(to the extent permitted by applicable law) or any other documents deemed
necessary or appropriate by the Trustee to preserve, process or perfect the
security interest in the Collateral and to file the same, prepare, file and sign
the Pledgor's name on any notice of Lien, and to take any other actions arising
from or incident to the powers granted to the Trustee in this Pledge Agreement.
This power of attorney is coupled with an interest and is irrevocable by the
Pledgor.
9. Trustee May Perform.
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If the Pledgor fails to perform any agreement contained herein, the
Trustee may itself perform, or cause performance of, such agreement, and the
reasonable expenses of the Trustee incurred in connection therewith shall be
payable by the Pledgor under Section 13 hereof.
10. No Assumption of Duties; Reasonable Care.
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The rights and powers granted to the Trustee hereunder are being
granted in order to preserve and protect the Trustee's and the Holders' of Notes
security interest in and to the Collateral granted hereby and shall not be
interpreted to, and shall not, impose any duties on the Trustee in connection
therewith other than those imposed under applicable law.
11. Indemnity.
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The Pledgor shall indemnify, defend and hold harmless the Trustee and
its directors, officers, agents and employees from and against all claims,
actions, obligations, losses, liabilities and expenses, including costs, fees
and disbursements of counsel (including, without limitation, the reasonable cost
to the Trustee of legal counsel), the costs of investigations, and claims for
damages, arising from the Trustee's performance under this Pledge Agreement,
except insofar as the same may have been caused by the bad faith, gross
negligence or wilful misconduct of such indemnified person.
12. Remedies upon Event of Default.
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If an Event of Default shall have occurred:
(a) The Trustee shall have and may exercise with reference to the
Collateral any or all of the rights
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and remedies of a secured party under the Uniform Commercial Code in effect
in the State of New York, and as otherwise granted herein or under any
other applicable law or under any other agreement now or hereafter in
effect executed by Pledgor, including, without limitation, the right and
power to sell, at public or private sale or sales, or otherwise dispose of,
or otherwise utilize the Collateral and any part or parts thereof in any
manner authorized or permitted under said Uniform Commercial Code after
default by a debtor, and to apply the proceeds thereof toward payment of
any costs and expenses and attorneys' fees and expenses thereby incurred by
the Trustee and toward payment of the Obligations in such order or manner
as the Trustee may elect. Specifically and without limiting the foregoing,
the Trustee shall have the right to take possession of all or any part of
the Collateral or any security therefor and of all books, records, papers
and documents of Pledgor or in Pledgor's possession or control relating to
the Collateral which are not already in the Trustee's possession, and for
such purpose may enter upon any premises upon which any of the Collateral
or any security therefor or any of said books, records, papers and
documents are situated and remove the same therefrom without any liability
for trespass or damages thereby occasioned. To the extent permitted by
law, Pledgor expressly waives any notice of sale or other disposition of
the Collateral and all other rights or remedies of Pledgor or formalities
prescribed by law relative to sale or disposition of the Collateral or
exercise of any other right or remedy of the Trustee existing after default
hereunder; and to the extent any such notice is required and cannot be
waived, Pledgor agrees that if such notice is given in the manner provided
in Section 17 hereof at least three (3) days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy
any requirement for giving of said notice. The Trustee shall not be
obligated to make any sale of Collateral regardless of notice of sale
having been given. The Trustee may adjourn any public or private sale. The
Pledgor further agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary.
(b) All rights to marshalling of assets of Pledgor, including any
such right with respect to the Collateral, are hereby waived by Pledgor.
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13. Expenses.
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The Pledgor will upon demand pay to the Trustee the amount of any and
all reasonable expenses (including, without limitation, the reasonable fees,
expenses and disbursements of its counsel, experts and agents retained by the
Trustee) that the Trustee may incur in connection with (i) the administration of
this Pledge Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Trustee and the Holders of
Notes hereunder or (iv) the failure by the Pledgor to perform or observe any of
the provisions hereof.
14. Security Interest Absolute.
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All rights of the Trustee and the Holders of Notes and security
interests hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Indenture or any
other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Indenture;
(c) any exchange, surrender, release or non-perfection of any Liens on
any other collateral for all or any of the Obligations; or
(d) to the extent permitted by applicable law, any other circumstance
which might otherwise constitute a defense available to, or a discharge of,
the Pledgor in respect of the Obligations or of this Pledge Agreement.
15. Continuing Security Interest; Termination
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(a) This Pledge Agreement shall create a continuing security interest
in and to the Collateral and shall, unless otherwise provided in the
Indenture or in this Pledge Agreement, remain in full force and effect
until the earlier of payment in full in case of (A) each of the first six
scheduled interest payments due on the Notes under the terms of the
Indenture or
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(B) all Obligations due and owing under the Indenture and the Notes in the
event such Obligations become payable prior to the payment of the first six
scheduled interest payments on the Notes. This Pledge Agreement shall be
binding upon the Pledgor, its successors and assigns, and shall inure,
together with the rights and remedies of the Trustee hereunder, to the
benefit of the Trustee, the Holders of Notes and their respective
successors, transferees and assigns.
(b) This Pledge Agreement shall terminate upon the earlier of payment
in full in cash of (A) each of the first six scheduled interest payments
due on the Notes under the terms of the Indenture or (B) all Obligations
due and owing under the Indenture and the Notes in the event such
Obligations become payable prior to the payment of the first six scheduled
interest payments on the Notes. At such time, the Trustee shall, at the
written request of the Pledgor, reassign and redeliver to the Pledgor all
of the Collateral hereunder that has not been sold, disposed of, retained
or applied by the Trustee in accordance with the terms of this Pledge
Agreement and the Indenture. Such reassignment and redelivery shall be
without warranty (either express or implied) by or recourse to the Trustee,
except as to the absence of any prior assignments by the Trustee of its
interest in the Collateral, and shall be at the expense of the Pledgor.
16. Authority of the Trustee.
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(a) The Trustee shall have and be entitled to exercise all powers
hereunder that are specifically granted to the Trustee by the terms hereof,
together with such powers as are reasonably incident thereto. The Trustee
may perform any of its duties hereunder or in connection with the
Collateral by or through agents or employees and shall be entitled to
retain counsel and to act in reliance upon the advice of counsel concerning
all such matters. Neither the Trustee, any director, officer, employee,
attorney or agent of the Trustee nor the Holders of Notes shall be liable
to the Pledgor for any action taken or omitted to be taken by it or them
hereunder, except for its or their own bad faith, gross negligence or
willful misconduct, nor shall the Trustee be responsible for the validity,
effectiveness or sufficiency hereof or of any document or security
furnished pursuant hereto. The Trustee and its directors, officers,
employees, attorneys and
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agents shall be entitled to rely on any communication, instrument or
document believed by it or them to be genuine and correct and to have been
signed or sent by the proper person or persons.
(b) The Pledgor acknowledges that the rights and responsibilities of
the Trustee under this Pledge Agreement with respect to any action taken by
the Trustee or the exercise or non-exercise by the Trustee of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Trustee and the Holders of Notes, be governed by the Indenture and by such
other agreements with respect thereto as may exist from time to time among
them, but, as between the Trustee and the Pledgor, the Trustee shall be
conclusively presumed to be acting as agent for the Holders of Notes with
full and valid authority so to act or refrain from acting, and the Pledgor
shall not be obligated or entitled to make any inquiry respecting such
authority.
17. Notices.
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Any communication, notice or demand to be given hereunder shall be
duly given hereunder if given in the form and manner, and delivered to their
address set forth in the Indenture, or in such other form and manner or to such
other address as shall be designated by any party hereto to each other party
hereto in a written notice delivered in accordance with the terms of the
Indenture.
18. No Waiver; Cumulative Rights.
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No failure on the part of the Trustee to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Trustee of any right,
remedy or power hereunder preclude any other or future exercise of any other
right, remedy or power. Each and every right, remedy and power hereby granted
to the Trustee or allowed it by law or other agreement shall be cumulative and
not exclusive the one of any other, and may be exercised by the Trustee from
time to time.
19. Benefits of Pledge Agreement.
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Nothing in this Pledge Agreement, express or implied shall give to any
person, other than the parties hereto and their successors hereunder, and the
Holders of
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the Notes, any benefit or any legal or equitable right, remedy or claim under
this Pledge Agreement.
20. Applicable Law; Consent to Jurisdiction.
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This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and construed in accordance with, the laws of the State of
New York. Pledgor hereby irrevocably submits to the non-exclusive jurisdiction
of any New York State or Federal court located in the State of New York in any
action or proceeding arising out of or relating to this Agreement.
21. Submission to Jurisdiction; Waiver of Jury Trial.
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(a) THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. TO INDUCE THE TRUSTEE TO ENTER INTO THIS PLEDGE
AND SECURITY AGREEMENT, THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO
THE TRUSTEE'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS WHICH IN
ANY MANNER ARISE OUT OF OR IN CONNECTION WITH OR ARE IN ANY WAY RELATED TO THIS
PLEDGE AGREEMENT SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE COUNTY OF
NEW YORK, STATE OF NEW YORK. THE PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW
YORK. THE PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE
VENUE OF ANY LITIGATION BETWEEN THE PLEDGOR AND THE TRUSTEE IN ACCORDANCE WITH
THIS PARAGRAPH.
(b) EACH OF THE PLEDGOR AND THE TRUSTEE HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WHICH IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH OR IS IN ANY WAY RELATED
TO THIS PLEDGE AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
(c) THE PROVISIONS OF THIS SECTION 21 ARE A MATERIAL INDUCEMENT FOR
THE TRUSTEE ENTERING INTO THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREIN. PLEDGOR HEREBY ACKNOWLEDGES THAT IT HAS REVIEWED THE PROVISIONS OF THIS
SECTION 21 WITH ITS INDEPENDENT COUNSEL.
22. Execution in Counterparts.
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This Pledge Agreement may be executed in any number of counterparts,
each of which shall be an original,
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but such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused his Agreement to be duly
executed as of the date first above written.
NEXTLINK COMMUNICATIONS, L.L.C.
By: NEXTLINK, INC.
By /s/ R. Bruce Easter, Jr.
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R. Bruce Easter, Jr.
Vice President and Secretary
UNITED STATES TRUST COMPANY OF
NEW YORK
By /s/ Patricia Stermer
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Patricia Stermer
Assistant Vice President