Exhibit 10.8
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of August 25, 2003, by and among The
Northwestern Mutual Life Insurance Company (the "Pledgor") and Fleet National
Bank, as Administrative Agent for the Lenders from time to time party to the
credit agreement referred to below (in such capacity, the "Secured Party").
W I T N E S S E T H :
WHEREAS, Monitronics International, Inc., a Texas corporation (the
"Borrower"), the Secured Party, Bank of America, N.A., as syndication agent, and
the Lenders party thereto have entered into a Credit Agreement dated as of the
date hereof (as amended, modified, supplemented and/or extended from time to
time, the "Credit Agreement", capitalized terms used herein and not otherwise
defined shall have the same meanings herein as in the Credit Agreement),
pursuant to which the Lenders have agreed, subject to the terms and conditions
set forth therein, to make revolving credit loans, swing line loans and term
loans to the Borrower (collectively, the "Loans"), such Loans to be evidenced by
the Borrower's Revolving Credit and Term Notes, payable to the order of the
respective Lenders (collectively, as amended, modified, supplemented and/or
extended from time to time the "Notes");
WHEREAS, the Pledgor collectively owns substantially all of the warrants of
the Borrower and will thereby benefit from the making of the Loans;
WHEREAS, the obligation of the Lenders to make the Loans is subject to the
conditions, among others, that the Pledgor shall execute and deliver this
Agreement and grant the security interests hereinafter described, and the
Pledgor hereby enters into this Agreement and pledges the Pledged Collateral (as
herein defined) to the Secured Party to induce the Lenders to enter into the
Credit Agreement and make the Loans.
NOW, THEREFORE, in consideration of the willingness of the Lenders to enter
into the Credit Agreement and to agree, subject to the terms and conditions set
forth therein, to make the Loans to the Borrower pursuant thereto, and for other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged by the Pledgor, it is hereby agreed as follows:
1. Security Interest. The Pledgor hereby deposits with and pledges to the
Secured Party, for the benefit of the Credit Parties, the warrants, together
with the shares of common stock issuable upon exercise thereof, listed in
Schedule I attached hereto (the warrants, together with the shares of common
stock issuable upon exercise thereof and any additional securities or collateral
now or hereafter pledged hereunder are sometimes herein referred to collectively
as the "Pledged Collateral"), and the Pledgor hereby grants to the Secured
Party, for the benefit of the Credit Parties, a security interest in and lien on
all of the Pledged Collateral as security for the due and punctual payment and
performance of the Secured Obligations described in Section 2 hereof.
2. Secured Obligations. The security interest hereby granted shall secure
the due and punctual payment and performance of the following liabilities and
obligations of the Borrower (herein called the "Secured Obligations"):
(a) Principal of and premium, if any, and interest on the Notes
(including, without limitation, the payment of interest and other amounts that
would accrue and become due but for the filing of a petition in bankruptcy or
the operation of the automatic stay under Section 362(a) of Title 11 of the
United States Code, as amended); and
(b) Any and all other obligations of the Borrower to the Secured Party
and/or the Credit Parties under the Credit Agreement or under any other Loan
Document.
Notwithstanding the foregoing, the Secured Party and/or the Credit Parties
shall not, without the prior written consent of the Pledgor, (a) increase the
stated principal amount of the Secured Obligations to an amount in excess of the
Aggregate Commitment from time to time in effect under the Credit Agreement (up
to $475,000,000) plus $47,500,000, or (b) extend the Revolving Loan Maturity
Date, the Term Loan Maturity Date or any Incremental Term Loan Maturity Date
more than sixty (60) days.
3. Special Warranties and Covenants of the Pledgor. The Pledgor hereby
warrants and covenants to the Secured Party and each Lender that:
(a) The Pledgor warrants and will defend the Secured Party's right,
title and security interest in and to the Pledged Collateral against the claims
and demands of all persons whomsoever.
(b) The Pledgor has good title to the Pledged Collateral, free and
clear of all claims, mortgages, pledges, and Liens, except as may be expressly
set forth and permitted under the Credit Agreement.
(c) If any additional shares of Capital Stock of the Borrower or other
equity securities of the Borrower are acquired by any means by the Pledgor after
the date hereof in exchange for or otherwise in connection with any warrant (or
any other Pledged Collateral), the same shall constitute Pledged Collateral and
shall be immediately deposited and pledged with the Secured Party, for the
benefit of the Credit Parties, as provided in Section 1 hereof simultaneously
with such acquisition.
(d) The Pledged Collateral constitutes all of the Capital Stock of the
Borrower beneficially owned by the Pledgor or in which the Pledgor has any
rights.
(e) The Pledgor may transfer, sell or otherwise dispose of all or a
portion of the Pledged Collateral, but only on the condition that a transferee
of the Pledged Collateral first becomes a party hereto; provided, however, that
in the event that there shall exist an Event of Default under the Credit
Agreement on account of the Borrower's failure to pay principal or interest on
any Note when the same is due and payable (whether at maturity, upon
acceleration or otherwise) or on account of the Borrower's failure to perform or
comply with any covenant or term contained in Section 8.16 or 8.17 of the Credit
Agreement, and such Event of Default shall be continuing after applicable grace
and cure periods, the Pledgor may not transfer any of the Pledged Collateral
without the prior written consent of the Lenders, which consent shall not be
unreasonably withheld or delayed.
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(f) The Pledgor will not create, incur or permit to exist any pledge,
mortgage, lien, charge, encumbrance or any security interest whatsoever with
respect to any of the Pledged Collateral or the proceeds thereof, other than
Liens on and security interests in the Pledged Collateral created hereby or
which are otherwise expressly permitted under the Credit Agreement.
(g) The Pledgor has all necessary power and authority to enter into
this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Pledgor, the performance by the Pledgor of its obligations hereunder, and
the consummation by the Pledgor of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of the Pledgor. This
Agreement has been duly executed and delivered by the Pledgor, and (assuming due
authorization, execution and delivery by the Secured Party) this Agreement
constitutes the legal, valid and binding obligation of the Pledgor, enforceable
against the Pledgor in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors rights generally and by general equity
principles (whether enforcement is sought at law or in equity).
4. Distributions. In case, upon the dissolution, winding up, liquidation or
reorganization of the Borrower whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshaling of the assets and liabilities of the Borrower or otherwise, any sum
shall be paid or any property shall be distributed upon or with respect to any
of the Pledged Collateral, such sum shall be paid over to the Secured Party to
be held as collateral security for the Secured Obligations. In case any stock
dividend shall be declared on any of the Pledged Collateral, or any share of
stock or fraction thereof shall be issued pursuant to any stock split involving
any of the Pledged Collateral, or any distribution of capital (including cash
dividends, except those expressly allowed under the Credit Agreement) shall be
made on any of the Pledged Collateral, or any property shall be distributed upon
or with respect to the Pledged Collateral pursuant to recapitalization or
reclassification of the capital of the Borrower, the shares or other property so
distributed shall be delivered to the Secured Party to be held as collateral
security for the Secured Obligations.
5. Events of Default. There shall exist a default under this Agreement upon
the happening of any of the following events or conditions (herein called
"Events of Default"):
(a) Any Event of Default (as defined or provided in the Credit
Agreement) shall occur and such Event of Default shall continue beyond the
expiration of the applicable period of grace, if any; or
(b) There shall be a material breach of any term or provision
contained herein, or any representation and/or warranty made in this Agreement
or in any document executed or delivered by the Pledgor from time to time in
connection herewith is untrue or misleading in any material respect.
6. Rights and Remedies of Secured Party. Upon the occurrence and
continuance of any Event of Default, such default not having previously been
remedied or cured within any
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applicable grace or cure periods, the Secured Party shall have the following
rights and remedies with respect to the Pledged Collateral:
(a) All rights and remedies provided by law, including, without
limitation, those provided by the New York Uniform Commercial Code as in effect
from time to time (the "Uniform Commercial Code");
(b) All rights and remedies provided in this Agreement; and
(c) All rights and remedies provided in the Credit Agreement, the
Notes, the Security Documents or in any other Loan Document, other agreement,
document or instrument pertaining to the Secured Obligations.
The rights and remedies of the Secured Party set forth above shall be
exercisable only in connection with a foreclosure on the Pledged Collateral in
accordance with the terms hereof. The rights and remedies of the Secured Party
under this Agreement against the Pledgor shall be limited to foreclosure on such
Pledged Collateral, and the Secured Party shall not have the right to commence
any action against the Pledgor for any deficiency remaining in respect of the
Secured Obligations after the exercise of the rights of the Secured Party
against the Pledged Collateral in accordance with terms of this Agreement. The
Pledgor may exercise its rights under the Warrants at any time prior to any
foreclosure thereon by the Secured Party and any stock receivable by the Pledgor
upon any such exercise shall be delivered directly to the Secured Party as
Pledged Collateral hereunder.
7. Right to Transfer into Name of Secured Party, etc. In case there shall
exist an Event of Default that shall be continuing after applicable grace and
cure periods, but subject to the provisions of the Uniform Commercial Code or
other applicable law, the Secured Party may cause all or any of the Pledged
Collateral to be transferred into its name or into the name of its nominee or
nominees. So long as no Event of Default shall exist and be continuing, the
Pledgor shall be entitled to exercise as the Pledgor shall deem fit, but in a
manner not inconsistent with the terms hereof or of the Secured Obligations, the
voting power with respect to the Pledged Collateral.
8. Right of Secured Party to Exercise Voting Power, etc. In case there
shall exist an Event of Default, which shall not have been remedied or cured,
the Secured Party, until such Event of Default has been remedied or cured in
accordance with the Credit Agreement shall be entitled to exercise the voting
power with respect to the Pledged Collateral, to receive and retain, as
collateral security for the Secured Obligations, any and all dividends or other
distributions at any time and from time to time declared or made upon any of the
Pledged Collateral, and to exercise any and all rights of payment, conversion,
exchange, subscription or any other rights, privileges or options pertaining to
the Pledged Collateral as if it were the absolute owner thereof, including
without limitation, the right to exchange, at its discretion, any and all of the
Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other readjustment of the Borrower or, upon the exercise of
any such right, privilege or option pertaining to the Pledged Collateral, and in
connection therewith, to deposit and deliver any and all of the Pledged
Collateral with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Secured Party may
determine, all without liability except
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to account for property actually received, but the Secured Party shall have no
duty to exercise any of the aforesaid rights, privileges or options and shall
not be responsible for any failure to do so or delay in so doing.
9. Right of Secured Party to Dispose of Collateral, etc. Upon the
occurrence and continuance of an Event of Default, such default not having
previously been remedied or cured within any applicable grace or cure periods,
the Secured Party shall have the right, unless the Event of Default shall have
been remedied or cured in accordance with the Credit Agreement prior to taking
any such actions, at any time or times thereafter to sell, resell, assign and
deliver all or any of the Pledged Collateral in one or more parcels at any
exchange or broker's board or at public or private sale; provided, however, that
the Secured Party shall not sell, resell, assign or deliver any of the Pledged
Collateral unless (a) the Secured Party shall sell, resell, assign and deliver
all of the Pledged Collateral and (b) simultaneously therewith, the Secured
Party shall also sell, resell, assign and deliver all other shares of (and
warrants for) capital stock of the Borrower held in pledge by the Secured Party
at the time of such sale. Unless the Pledged Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Secured Party will give the Pledgor at least ten (10)
days' prior written notice at the addresses of the Pledgor specified in Section
17 hereof of the time and place of any public sale thereof or of the time after
which any private sale or any other intended disposition thereof is to be made.
Any such notice shall be deemed to meet any requirement hereunder or under any
applicable law (including the Uniform Commercial Code) that reasonable
notification be given of the time and place of such sale or other disposition.
Such notice may be given without any demand of performance or other demand, all
such demands being hereby expressly waived by the Pledgor. All such sales shall
be conducted in a commercially reasonable manner and shall be at such
commercially reasonable price or prices as the Secured Party shall deem best and
either for cash or on credit or for future delivery (without assuming any
responsibility for credit risk). At any such sale or sales the Secured Party may
purchase any or all of the Pledged Collateral to be sold thereat upon such terms
as the Secured Party may deem best. Upon any such sale or sales the Pledged
Collateral so purchased shall be held by the purchaser absolutely free from any
claims or rights of whatsoever kind or nature, including any equity of
redemption and any similar rights, all such equity of redemption and any similar
rights being hereby expressly waived and released by the Pledgor. In the event
any consent, approval or authorization of any governmental agency will be
necessary to effectuate any such sale or sales, the Pledgor shall execute, and
hereby agree to cause the Borrower to execute, all such applications or other
instruments as may be required. The proceeds of any such sale or sales, together
with any other additional collateral security at the time received and held
hereunder, shall be received and applied: first, to the payment of all costs and
expenses of such sale, including reasonable attorneys' fees; second, to the
payment of the Secured Obligations in such order of priority as the Secured
Party shall determine, and any surplus thereafter remaining shall be paid to the
Pledgor or to whomever may be legally entitled thereto (including, if
applicable, any subordinated creditor of the Borrower or the Pledgor).
The Pledgor recognizes that the Secured Party may be unable to effect
a public sale of all or a part of the Pledged Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, but may be compelled to
resort to one or more private sales to a restricted group of purchasers, each of
whom will be obligated to agree, among other things, to acquire such Pledged
Collateral for its own account, for investment and not with a view to the
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distribution or resale thereof. The Pledgor acknowledges that private sales so
made may be at prices and upon other terms less favorable to the seller than if
such Pledged Collateral were sold at public sales, and that the Secured Party
has no obligation to delay sale of any such Pledged Collateral for the period of
time necessary to permit such Pledged Collateral to be registered for public
sale under the Securities Act of 1933. The Pledgor agrees that any such private
sales shall not be deemed to have been made in a commercially unreasonable
manner solely because they shall have been made under the foregoing
circumstances.
10. Collection of Amounts Payable on Account of Pledged Collateral, etc.
Upon the occurrence and during the continuance of any Event of Default, the
Secured Party may, but without obligation to do so, demand, sue for and/or
collect any money or property at any time due, payable or receivable, to which
it may be entitled hereunder, on account of or in exchange for any of the
Pledged Collateral and shall have the right, for and in the name, place and
stead of the Pledgor, to execute endorsements, assignments or other instruments
of conveyance or transfer with respect to all or any of the Pledged Collateral.
11. Care of Pledged Collateral in Secured Party's Possession. Beyond the
exercise of reasonable care to assure the safe custody of the Pledged Collateral
while held hereunder, the Secured Party shall have no duty or liability to
collect any sums due in respect thereof or to protect or preserve rights
pertaining thereto, and shall be relieved of all responsibility for the Pledged
Collateral upon surrendering the same to the Pledgor.
12. Waivers, etc. The Pledgor hereby waives presentment, demand, notice,
protest and, except as is otherwise provided herein, all other demands and
notices in connection with this Agreement or the enforcement of the Secured
Party's rights hereunder or in connection with any Secured Obligations or any
Pledged Collateral; consent to and waive notice of the granting of renewals,
extensions of time for payment or other indulgences to the Borrower or the
Pledgor or to any third party, or substitution, release or surrender of any
collateral security for any Secured Obligation, the addition or release of
persons primarily or secondarily liable on any Secured Obligation or on any
collateral security for any Secured Obligation, the acceptance of partial
payments on any Secured Obligation or on any collateral security for any Secured
Obligation and/or the settlement or compromise thereof. No delay or omission on
the part of the Secured Party in exercising any right hereunder shall operate as
a waiver of such right or of any other right hereunder. Any waiver of any such
right on any one occasion shall not be construed as a bar to or waiver of any
such right on any future occasion. The Pledgor further waives any right it may
have under the constitutions of any state in which any of the Pledged Collateral
may be located, or under the Constitution of the United States of America, to
notice (other than any requirement of notice provided herein) or to a judicial
hearing prior to the exercise of any right or remedy provided by this Agreement
to the Secured Party and waives their rights, if any, to set aside or invalidate
any sale duly consummated in accordance with the foregoing provisions hereof on
the grounds (if such be the case) that the sale was consummated without a prior
judicial hearing. The Pledgor's waivers under this section have been made
voluntarily, intelligently and knowingly and after the Pledgor has been apprised
and counseled by their attorneys as to the nature thereof and its possible
alternative rights.
13. Termination; Assignment, etc. This Agreement and the security interest
in the Pledged Collateral created hereby shall terminate upon the earliest of:
(a) the time when all of
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the Secured Obligations have been paid and finally discharged in full in cash or
Cash Equivalents (provided that the Lenders are no longer obligated to make
Loans under the Credit Agreement) or (b) the termination of any pledge agreement
pursuant to which any capital stock warrants or other securities issued by the
Borrower have been pledged to the Secured Party. For all purposes of this
Agreement, no Default or Event of Default shall be deemed to have been cured or
waived except as expressly provided in the Credit Agreement. No waiver by the
Secured Party or any Lender or by any other holder of Secured Obligations of any
default shall be effective unless in writing nor operate as a waiver of any
other default or of the same default on a future occasion. In the event of a
sale or assignment by any Lender of all or any of the Secured Obligations held
by it in accordance with the terms of the Credit Agreement, such Lender may
assign or transfer its rights and interest under this Agreement in whole or in
part to the purchaser or purchasers of such Secured Obligations, whereupon such
purchaser or purchasers shall become vested with all of the powers and rights of
such Lender hereunder, and such Lender shall thereafter be forever released and
fully discharged from any liability or responsibility hereunder with respect to
the rights and interest so assigned. At the sole expense of the Pledgor
following termination of this Agreement and the termination of the Secured
Party's security interest in the Pledged Collateral, the Secured Party shall
return all Pledged Stock and other Pledged Collateral in its possession to the
Pledgor (or to the Borrower, as agent for the Pledgor) and shall execute and
deliver to the Pledgor such other documents as the Pledgor may reasonably
require to evidence the termination of the Secured Party's security interest in
the Pledged Collateral.
14. Reinstatement. Notwithstanding the provisions of Section 13, this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received by the Credit Parties or the Secured Party in
respect of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Credit Parties or the Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or the
Pledgor or upon the appointment of any intervenor or conservator of, or trustee
or similar official for, the Borrower or the Pledgor or any substantial part of
their respective properties, or otherwise, all as though such payments had not
been made.
15. Governmental Approvals, etc. Upon the exercise by the Secured Party of
any power, right, privilege or remedy pursuant to this Agreement which requires
any consent, approval, qualification or authorization of any governmental
authority or instrumentality, the Pledgor will execute and deliver, or will
cause the execution and delivery of, all applications, certificates, instruments
and other documents and papers that the Secured Party may be required to obtain
for such governmental consent, approval, qualification or authorization.
16. Restrictions on Transfer, etc. To the extent that any restrictions
imposed by the charter or by-laws of the Borrower, the Shareholders Agreement or
any other agreement among the holders of capital stock of the Borrower or other
document or instrument would in any way affect or impair the pledge of the
Pledged Collateral hereunder or the exercise by the Secured Party of any right
granted hereunder, including, without limitation, the right of the Secured Party
to dispose of the Pledged Collateral upon the occurrence of any Event of
Default, the Pledgor hereby waives such restrictions, and represents and
warrants that it will cause all shares of Capital Stock (and rights to acquire
the same) of the Borrower held by it to be voted to cause the Borrower to take
all necessary action to waive such restrictions, and the Pledgor hereby agrees
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that it will take any further action which the Secured Party may reasonably
request in order that the Secured Party may obtain and enjoy the full rights and
benefits granted to the Secured Party by this Agreement free of any such
restrictions. Without limiting the generality of the foregoing, each Pledgor
agrees that, notwithstanding the provisions of Section 2D of the Shareholders
Agreement, any purchaser of Pledged Collateral, including any Credit Party, who
acquires any Pledged Collateral pursuant to the terms of this Agreement, shall
take such Pledged Collateral free and clear of all terms of the Shareholders
Agreement and neither such Persons nor such Pledged Collateral shall thereafter
be subject to any term or condition of the Shareholders Agreement.
17. Notices. Except as otherwise provided herein, all notices to the
Pledgor or to the Secured Party shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes hereof if personally
delivered or mailed by first class mail, postage prepaid, as follows:
(a) if to the Pledgor:
The Northwestern Mutual Life Insurance Company
N18SE
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Tim Wegener
with a copy to:
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
Attention: Andrew A. Kling, Esquire
(b) if to the Secured Party:
Fleet National Bank
100 Federal Street
Boston, MA 02110
Attention: John F. Lynch, Senior Vice President
with a copy to:
Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: Peter M. Palladino, Esquire
or at such other address as the party to whom such notice is directed may have
designated in writing to the other party hereto. A notice shall be deemed to
have been given upon the earlier to
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occur of (i) three (3) days after the date on which it is deposited in the U.S.
mails or (ii) receipt by the party to whom such notice is directed.
18. Miscellaneous. This Agreement shall inure to the benefit of and be
binding upon the Secured Party, the Credit Parties and the Pledgor and their
respective successors and assigns, and the term "Credit Parties" shall be deemed
to include any other holder or holders of any of the Secured Obligations and the
term "Secured Party" shall be deemed to include any successor agent for the
Credit Parties. In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
19. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement,
including the validity hereof and the rights and obligations of the parties
hereunder, shall be governed by, and construed in accordance with, the internal
laws (as opposed to the conflicts of law provisions, but including sections
5-1401 and 5-1402 of the general obligations law of the State of New York) and
decisions of the State of New York. Each party hereto hereby irrevocably submits
to the nonexclusive jurisdiction of any New York or Federal court sitting in the
City of New York, New York over any suit, action or proceeding arising out of or
relating to this Agreement and waives, to the fullest extent permitted or not
prohibited by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Mark E. Kishler
------------------------------------
Name: Mark E. Kishler
Title: Its Authorized Representative
ACKNOWLEDGED AND ACCEPTED:
FLEET NATIONAL BANK, as
Administrative Agent
By:
------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
FLEET NATIONAL BANK, as
Administrative Agent
By: /s/ John F. Lynch
------------------------------
Name: John F. Lynch
Title: Senior Vice President
ACKNOWLEDGEMENT:
The Borrower acknowledges the provisions of the within Agreement and
covenants to the Secured Party that in the event any shares of Capital Stock of
the Borrower are to be issued to any Pledgor such shares will be delivered
directly to the Secured Party.
MONITRONICS INTERNATIONAL, INC.
By: /s/ James R. Hull
------------------------------
James R. Hull, President
SCHEDULE I
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PLEDGED SECURITIES
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No. Certificate
Owner and Address Description of Shares No(s).
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The Northwestern Mutual Life Warrant for 1,133,328 W-12
Insurance Company Class A Common Stock
N18SE
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
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