{"id":40268,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pledge-and-security-agreement-bernard-j-ebbers-and-worldcom.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pledge-and-security-agreement-bernard-j-ebbers-and-worldcom","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/pledge-and-security-agreement-bernard-j-ebbers-and-worldcom.html","title":{"rendered":"Pledge and Security Agreement &#8211; Bernard J. Ebbers and WorldCom Inc."},"content":{"rendered":"<pre>                          PLEDGE AND SECURITY AGREEMENT\n\n         THIS PLEDGE AND SECURITY AGREEMENT (this \"Agreement\"), is executed and\ndelivered as of the 18th day of April, 2002, by Bernard J. Ebbers (\"Debtor\"), in\nfavor of WorldCom, Inc. (\"Lender\").\n\n                                    RECITALS\n\n         A. Debtor is the owner of the issued and outstanding shares of common\nstock or membership interests of those companies (collectively, the \"Additional\nAssets\") described as issuers on SCHEDULE A attached hereto and incorporated\nherein by this reference; and\n\n         B. Debtor has agreed to execute and deliver this Agreement pursuant to\nthe letter agreement dated April 2, 2002 between Debtor and Lender (the \"Letter\nAgreement\"), and Lender has agreed to extend credit to and make certain\nfinancial accommodations on behalf of Debtor in reliance on this Agreement.\n\n            NOW, THEREFORE, in consideration of the foregoing, Debtor agrees\nwith Lender as follows:\n\n         1. GRANT OF SECURITY. To secure the prompt payment and full and\nfaithful performance of the Liabilities, whether direct, contingent, fixed or\notherwise, now or from time to time arising, with respect to the Guaranty, the\nPromissory Notes or the Letter Agreement (each as may be amended, modified,\nsupplemented, or replaced, the \"Loan Agreements\"), Debtor grants to Lender a\nsecurity interest in and to, and pledges and assigns to Lender, under Articles 8\nand 9 of the Uniform Commercial Code (as defined in Section 14 of this\nAgreement, the \"UCC\"), all of Debtor's now owned and hereafter acquired right,\ntitle, share and interest in, to and under:\n\n                           (a) the issued and outstanding shares of common stock\n         or membership interests of the Additional Assets (other than Joshua\n         Holdings LLC (\"Holdings\"));\n\n                           (b) until the restrictions set forth in Section 4.42\n         of the Amended and Restated Loan Agreement dated as of February 15,\n         2000 (the \"Travelers Loan Agreement\") between Joshua Timberlands LLC\n         (\"Timberlands\") and The Travelers Insurance Company (\"Travelers\") shall\n         have been terminated, amended or waived to eliminate the restrictions\n         on Debtor's transfer of his membership interests in Holdings, all of\n         Debtor's membership interests in Holdings, which constitute 86.25% of\n         the total outstanding membership interests of Holdings, except for 65%\n         of the total outstanding membership interests of Holdings;\n\n                           (c) effective upon the termination, amendment or\n         waiver of the restrictions set forth in Section 4.42 of the Travelers\n         Loan Agreement, Debtor's remaining 65% of the total outstanding\n         membership interests of Holdings, without any action required on the\n         part of Debtor or Lender (the common stock and membership interests\n         described in the foregoing paragraphs (a) and (b) and this paragraph\n         (c) are collectively referred to herein as the \"Pledged Interests\");\n\n\n\n\n\n\n                           (d) together with any and all distributions, whether\n         in cash or in kind, upon or in connection with the Pledged Interests,\n         whether such distributions or payments are dividends, are in partial or\n         complete liquidation, or are the result of reclassification,\n         readjustment or other changes in the capital structure of the entity\n         issuing the same, or otherwise, and any and all subscriptions,\n         warrants, options and other rights issued upon and\/or in connection\n         therewith;\n\n                           (e) any and all substitutions, renewals, improvements\n         and replacements of the Pledged Interests and additions thereto;\n\n                           (f) all Promissory Notes, Instruments, Chattel Paper,\n         General Intangibles (including Payment Intangibles), contract rights,\n         and all other forms of obligations respecting the rights of Debtor to\n         the payment of money from any of the Additional Assets (\"collectively,\n         the Company Obligations\"); and\n\n                           (g) all Proceeds arising from any of the foregoing.\n\nAll of the foregoing items are referred to herein individually and\/or\ncollectively as the \"Collateral\". Capitalized terms not otherwise defined herein\nor in the Letter Agreement shall have the meaning given them in the UCC.\n\n         2. PERFECTION. To perfect the Lender's security interest in the\nCollateral:\n\n                           (a) Debtor hereby irrevocably authorizes the Lender\n         at any time and from time to time to file in any appropriate\n         jurisdiction any UCC financing statements or amendments thereto.\n\n                           (b) Debtor is delivering to the Lender the Pledged\n         Interests evidenced by certificated securities, if any, together with\n         irrevocable stock powers endorsed in blank.\n\n                           (c) Debtor, Lender and each issuer of the Pledged\n         Interests which are not evidenced by certificated securities are\n         executing and delivering control agreements (collectively, the \"Control\n         Agreements\"). If at any time any after the date hereof any of the\n         Pledged Interests which are not evidenced by certificated securities\n         shall be evidenced or represented by certificates, Debtor shall\n         promptly deliver any such certificates to Lender, together with\n         irrevocable stock powers endorsed in blank.\n\n                           (d) Solely with respect to the Company Obligations,\n         Debtor is delivering and pledging to the Lender all Instruments\n         (including Promissory Notes) duly endorsed and accompanied by duly\n         executed instruments of transfer or assignment, all in form and\n         substance satisfactory to Lender.\n\n                           (e) Debtor from time to time hereafter shall deliver\n         to the Lender any additional Collateral that comes within the\n         possession or control of the Debtor and, if necessary, irrevocable\n         stock powers endorsed in blank, Control Agreements, and\/or duly\n         executed instruments of transfer or assignment as requested by Lender.\n\n\n\n                                       2\n\n\n         3. VOTING AND TRADING RIGHTS. If no Event of Default (as hereinafter\ndefined) has occurred and is continuing, Debtor may exercise any voting rights\nthat Debtor may have as to any of the Collateral. If an Event of Default has\noccurred and is continuing, Lender may exercise, subject to Section 7 of this\nAgreement, all voting rights as to any of the Collateral and Debtor shall\ndeliver to Lender all notices, proxy statements, proxies and other information\nrelating to the exercise of such rights received by Debtor promptly upon receipt\nand, at the request of Lender, shall execute and deliver to Lender any proxies\nor other instruments which are, in the judgment of Lender, necessary for Lender\nto exercise such voting rights.\n\n         4. DUTY OF LENDER. Debtor shall have all risk of loss with respect to\nthe Collateral. Lender shall have no liability or duty, either before or after\nthe occurrence of an Event of Default, on account of loss of or damage to, or to\ncollect or enforce any of its rights against, the Collateral, to collect any\nincome accruing on the Collateral, or to preserve or maintain the Collateral or\nrights against other parties. If Lender actually receives any notices requiring\naction with respect to Collateral in Lender's possession, Lender shall take\nreasonable steps to forward such notices to Debtor. Except as provided in\nSection 3, Debtor is responsible for responding to notices concerning the\nCollateral, voting the Collateral, and exercising rights and options, calls and\nconversions of the Collateral. While Lender is not required to take certain\nactions, if action is needed, in Lender's sole discretion, to preserve and\nmaintain the Collateral, Debtor hereby authorizes Lender to take such actions,\nbut Lender is not obligated to do so.\n\n         5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to\nLender that:\n\n                  a. SCHEDULE A is a complete and accurate statement of the\nownership interests in the Additional Assets owned by the Debtor as of the date\nthereof.\n\n                  b. This Agreement and the Control Agreements have been duly\nexecuted and delivered by Debtor, constitute Debtor's valid and legally binding\nobligations and are enforceable in accordance with their respective terms\nagainst Debtor.\n\n                  c. The execution, delivery and performance of this Agreement,\nthe grant of the security interest in the Collateral and the consummation of the\ntransactions contemplated hereunder will not, with or without the giving of\nnotice or the lapse of time, (i) violate any law applicable to Debtor, (ii)\nviolate any judgment, writ, injunction or order of any court or governmental\nbody or officer applicable to Debtor, (iii) violate or result in the breach of\nany agreement to which Debtor is a party or by which any of Debtor's properties,\nincluding the Collateral, is bound, or (iv) violate any restriction on the\ntransfer of any of the Collateral.\n\n                  d. No consent, approval or authorization of any third party\n(other than with respect to any of the Additional Assets party to any of the\nControl Agreements) or any governmental body or officer is required for the\nvalid and lawful execution and delivery of this Agreement and the Control\nAgreements, the creation and perfection of Lender's security interest in the\nCollateral or the valid and lawful exercise by Lender of remedies available to\nit under this Agreement, the Control Agreements or applicable law or of the\nvoting and other rights granted to it in this Agreement or the Control\nAgreements, except as may be required for the offer or sale of securities under\napplicable securities laws.\n\n\n\n                                       3\n\n\n                  e. The address of Debtor's principal residence is set forth in\nSection 12 of this Agreement.\n\n                  f. Debtor is the sole owner of the Collateral, has the right\nto grant the security interest provided for herein to Lender and has granted to\nLender a valid and perfected first priority security interest in the Collateral\nfree of all liens, encumbrances, transfer restrictions and adverse claims.\n\n         6. COVENANTS. Debtor covenants and agrees that so long as this\nAgreement shall be in effect:\n\n                  a. DEFENSE OF TITLE. Debtor shall defend Debtor's title to the\nCollateral and the security interest of Lender against the claims of any person\nclaiming rights in the Collateral.\n\n                  b. SALE OF COLLATERAL. Without the prior written consent of\nthe Lender, (i) Debtor shall not sell, gift, pledge, exchange or otherwise\ntransfer any of the Collateral; and (ii) Debtor shall cause each of the\nAdditional Assets to not sell, exchange or otherwise transfer any of its\nmaterial assets other than (a) the sale of inventory in the ordinary course of\nbusiness or the sale of obsolete or unused assets; or (b) the sale of one or\nboth of the BC Yachts (as hereinafter defined) in accordance with Section 6(n)\nhereof. In the event of any such sale, exchange or transfer consented to by\nLender, Debtor shall cause such Additional Asset to dividend or distribute upon\nreceipt the proceeds of such sale, exchange or transfer to its shareholders or\nmembers, and, contemporaneously therewith, Debtor shall pay, or cause such\nAdditional Asset to pay, any such distribution with respect to the Pledged\nInterests to the Lender for application to the Liabilities.\n\n                  c. NO MODIFICATIONS OR TERMINATIONS. Debtor shall not modify\nor terminate the terms of any Control Agreement with any of the Additional\nAssets and shall not file any amendments, correction statements or termination\nstatements to financing statements concerning the Collateral without the prior\nwritten consent of Lender.\n\n                  d. PAYMENT OF OBLIGATIONS. The Debtor will, and will cause\neach of the Additional Assets to, pay and discharge when due all of his or its\nmaterial obligations and liabilities (including, without limitation, tax\nliabilities which if unpaid when due might by law give rise to a lien on any\nasset of the Debtor or such Additional Asset), except where the same may be\ncontested in good faith by appropriate proceedings.\n\n                  e. INSURANCE. The Debtor will cause each of the Additional\nAssets to maintain with financially sound and responsible insurance companies:\n(i) casualty insurance on all tangible personal property of the Additional\nAssets, in each case naming the Lender as an insured and (ii) liability\ninsurance on behalf of the Additional Assets, in each case naming the Lender as\nan insured and in each case in at least such amounts and against at least such\nrisks (and with such risk retention) as are usually insured against in the same\ngeneral area by persons of established repute of comparable financial standing;\nand will furnish to the Lender, upon request from the Lender, information\npresented in reasonable detail as to the insurance so carried.\n\n\n\n                                       4\n\n\n                  f. COMPLIANCE WITH LAWS. The Debtor will comply, and will\ncause each of the Additional Assets to comply, in all material respects with all\nlaws, ordinances, rules, regulations, and requirements of any Federal, state,\nlocal or foreign court, agency, authority, instrumentality or regulatory body\napplicable to it, except where the necessity of compliance therewith is\ncontested in good faith by appropriate proceedings.\n\n                  g. NOTICE OF CERTAIN EVENTS AND CONDITIONS. The Debtor will\ngive prompt written notice to the Lender, and will cause each of the Additional\nAssets to give prompt written notice to the Lender, of any event of default or\nany event which with notice or lapse of time or both would constitute an event\nof default under any evidence or evidences of Indebtedness aggregating in excess\nof $100,000, or under any indenture, mortgage or other agreement or instrument\nrelating to any such evidence of such Indebtedness or under any other agreement\nor instrument relating to preferred stock (or comparable equity interests) of\nthe Debtor and each of the Additional Assets, respectively, or under any\nmaterial lease for or in respect of which the Debtor or any of the Additional\nAssets, respectively, may be liable.\n\nFor purposes of this Agreement, \"Indebtedness\" shall mean (i) all obligations\nfor borrowed money, (ii) all obligations evidenced by bonds, debentures, notes\nor other similar instruments, (iii) all obligations to pay the deferred purchase\nprice of property or services, except trade accounts payable in the ordinary\ncourse of business, (iv) all obligations of a lessee which are capitalized in\naccordance with generally accepted accounting principles, (v) all non-contingent\nobligations to reimburse any bank or other person or business in respect of\namounts paid under a letter of credit or similar instrument, (vi) all\nIndebtedness secured by a mortgage, lien pledge, charge, security interest or\nencumbrance of any kind on any asset of the Debtor or the Additional Assets, and\n(vii) a guaranty of any Indebtedness of any other person, including without\nlimitation, a \"take or pay\" agreement or similar obligation.\n\n                  h. EXISTENCE. The Debtor will cause each of the Additional\nAssets to, at all times preserve and maintain its existence as a corporation or\nlimited liability company, as the case may be, and all rights, permits,\nlicenses, approvals, privileges and franchises material to its business.\n\n                  i. FUNDAMENTAL CHANGES. Without the prior written consent of\nthe Lender, the Debtor shall not permit any of the Additional Assets to merge or\nconsolidate with or into any person or liquidate, wind-up or dissolve itself, or\npermit or suffer any liquidation or dissolution or sell all or substantially all\nof its assets.\n\n                  j. CHANGE OF RESIDENCE. Debtor shall notify Lender at least\nthirty (30) days before Debtor changes his principal residence.\n\n                  k. CASH RECEIPTS. In the event any cash is payable or\ndistributable to Debtor as a result of Debtor's ownership of the Collateral\n(\"Cash Receipts\"), whether such payments or distributions are dividends or\ndistributions from, are in partial or complete liquidation of, or are the result\nof any redemption or other change in the capital structure of any of the\nAdditional Assets, Debtor will remit the Cash Receipts or cause the Cash\nReceipts to be remitted to Lender within two (2) business days following receipt\nthereof, and, at all times prior to such remittance, Debtor will hold or, if\napplicable, will cause such Cash Receipts to be held in trust for the exclusive\nbenefit of\n\n\n                                       5\n\n\nthe Lender; provided that Debtor shall be permitted to retain any Cash Receipts\nfrom regularly scheduled dividends or distributions from Joshua Holdings LLC\nuntil payment under the Promissory Notes (as defined in the Letter Agreement) is\ndue pursuant to the terms of the Letter Agreement.\n\n                  l. INFORMATION. Debtor will deliver to Lender and cause each\nof the Additional Assets to deliver to Lender additional information regarding\nthe business, property, condition (financial or otherwise), or prospects of\nDebtor and each of the Additional Assets as the Lender may reasonably request\nfrom time to time.\n\n                  m. PROHIBITED LOANS. Without the prior written consent of\nLender, Debtor shall not, and shall cause each of the Additional Assets to not,\nat any time, create, incur, assume or suffer to exist any Indebtedness, except\n(i) Indebtedness of Debtor under the Loan Agreements, (ii) Indebtedness in\nexistence on the date hereof as previously disclosed in writing to Lender, (iii)\nany loan or advance made after the date hereof to any of the Additional Assets\nby Debtor which is evidenced by an Instrument (including a Promissory Note) that\nis delivered and pledged to the Lender in accordance with Section 2(d) of this\nAgreement, or (iv) any Indebtedness incurred after the date hereof which,\nindividually or in the aggregate with any other Indebtedness incurred after the\ndate hereof, is less than $100,000, or (v) Indebtedness permitted under Section\n6.n. of this Agreement.\n\n                  n. BC YACHT. BC Yacht Sales, Inc. (\"BCSI\") shall be permitted\nto borrow up to $10.0 million in principal amount from a financial institution\non terms satisfactory to Lender (the \"Yacht Loan\") and to execute a first\npreferred ship mortgage to secure such loan with respect to the following yachts\nnow owned by BCSI: (i) 118 foot Intermarine Raised Pilothouse Motor Yacht,\nidentification hull number 116-2; and (ii) 145 foot Intermarine Tri-Level Motor\nYacht Yacht, identification hull number 142-1 (collectively, the \"BC Yachts\").\nContemporaneous with any sale of either of the BC Yachts, the Debtor will cause\nBCSI to use the proceeds of such sale to repay the Yacht Loan. In the event the\nproceeds of any such sale exceed the outstanding principal balance of the Yacht\nLoan, Debtor shall cause BCSI to dividend or distribute such excess upon receipt\nto its shareholders, and, contemporaneously therewith, Debtor shall pay, or\ncause BCSI to pay, any such dividend or distribution with respect to the Pledged\nInterests to the Lender for application to the Liabilities. Without the prior\nwritten consent of Lender, Debtor shall not permit BCSI to create, incur, assume\nor suffer to exist any Indebtedness (other than as permitted in Section 6.m.) or\nto create, assume, or suffer to exist any lien, mortgage, security interest, or\nencumbrance of any kind on any yacht (other than the BC Yachts) or other asset\nof BCSI now owned or hereafter acquired. Notwithstanding anything to the\ncontrary set forth in this Agreement, Debtor shall be permitted to provide a\npersonal guaranty with respect to the Yacht Loan.\n\n                  o. CAPITAL STRUCTURE. Without the prior written consent of\nLender, Debtor shall not permit any of the Additional Assets to make any change\nin its capital structure or issue or create any stock, membership interest, or\nother equity interest (or any non-equity interest that is convertible into any\nstock, membership interest, or other equity interest in any of the Additional\nAssets).\n\n                  p. NOTICE OF TRANSACTIONS. Debtor shall give written notice to\nthe Lender, and will cause each of the Additional Assets to give written notice\nto the Lender, at least ten (10) days prior\n\n\n                                       6\n\n\nto (i) any sale, transfer, exchange, lease or other disposal of any of the\nassets of the Additional Assets, except the sale of inventory in the ordinary\ncourse of business or the sale of obsolete or unused assets, or (ii) the payment\nof any dividends or distributions to Debtor by any Additional Asset.\n\n                  q. ADDITIONAL REQUESTS. At Debtor's expense, do such further\nacts and execute and deliver such additional conveyances, certificates,\ninstruments, legal opinions and other assurances as Lender may at any time\nrequest or require to protect, assure or enforce its interests, rights and\nremedies under this Agreement.\n\n         7. EVENT OF DEFAULT; REMEDIES. Upon (a) demand by the Lender pursuant\nto any one or more of the Promissory Notes or (b) upon the breach by Debtor of\nany of the terms of the Letter Agreement, this Agreement, any of the Promissory\nNotes or any of the Control Agreements (each, an \"Event of Default\"), the Lender\nmay exercise the rights and pursue the remedies provided under Article 9 of the\nUCC, as currently effective in or as hereafter amended, including but not\nlimited to exercising all voting rights with respect to the Collateral,\ncollecting all dividends and other distributions with respect to the Collateral,\nselling the Collateral at any public or private sale, at the Lender's option,\nwithout advertisement, and delivering a notice of exclusive control under any of\nthe Control Agreements to the respective issuer named therein; provided,\nhowever, that upon any such demand, you shall have 90 days from the date thereof\nto make payment; provided, further, that if such demand is made subsequent to\nyour death or incapacity, your estate shall have 180 days from the date thereof\nto make payment; in either such case, and, until such payment is due, the Lender\nshall refrain from exercising the aforementioned rights and remedies. The Lender\nmay bid and become a purchaser at any such sale, and upon any such sale the\nLender shall collect, receive, and hold and apply the proceeds as provided\nherein. If notice of intended disposition is required by law, such notice, if\nmailed, shall be deemed reasonably and properly given if mailed to the address\nof Debtor appearing on the records of the Lender at least five days before the\ntime of such disposition. The proceeds from any such sale or action shall be\napplied first to the payment of all legal and other costs and expenses incurred\nin connection with the sale or action and next to the payment of the\nLiabilities, as determined by the Lender. The balance, if any, of such proceeds\nremaining after such application shall be paid to Debtor. If the proceeds of any\nsuch sale or action are insufficient to pay in full the amounts specified above,\nDebtor shall remain liable for such deficiency.\n\n         8. APPOINTMENT OF LENDER AS AGENT. Debtor appoints Lender, its\nsuccessors and assigns, as Debtor's agent and attorney-in-fact to carry out this\nAgreement and take any action or execute any instrument or assignment that\nLender considers necessary or convenient for such purpose, including the power\nto endorse and deliver checks, notes and other instruments for the payment of\nmoney in the name of and on behalf of Debtor, to endorse and deliver in the name\nof and on behalf of Debtor securities certificates and such forms, schedules and\nother documents as are necessary or desirable in Lender's sole judgment to\ndeliver to the United States Securities and Exchange Commission. This\nappointment is coupled with an interest and is irrevocable and will not be\naffected by the death, incapacity or bankruptcy of Debtor nor by the lapse of\ntime. If Debtor fails to perform any act required by this Agreement, Lender may\nperform such act in the name of Debtor and at Debtor's expense.\n\n\n\n                                       7\n\n\n         9. SECURITIES LAWS. Debtor acknowledges that compliance with the\nSecurities Act of 1933 and the rules and regulations thereunder, state\nsecurities laws and other laws may impose limitations on the right of Lender to\ndispose of the Collateral. Debtor authorizes Lender to sell the Collateral in\nsuch manner and to such persons as, in the judgment of Lender, would help to\nensure that the sale will be given prompt approval by regulatory authorities and\nwill not require the Collateral to be registered or qualified under any\napplicable laws and agrees that such a sale is commercially reasonable. Such a\nsale may yield a substantially lower price than if the Collateral were\nregistered and sold in the open market. If Lender sells the Collateral at such\nsale, Lender shall have the right to rely upon the advice and opinion of a\nqualified appraiser or investment banker as to the commercially reasonable price\nobtainable on the sale, but Lender is not obligated to obtain or follow such\nadvice or opinion.\n\n         10. EXPENSES. Debtor agrees that Debtor will pay to Lender upon demand\nthe amount of any out-of-pocket expenses, including the fees and disbursements\nof counsel, that Lender incurs in connection with the enforcement of this\nAgreement, including expenses incurred to preserve the value of the Collateral\nand Lender's security interest, the collection, sale or other disposition of any\nof the Collateral, the exercise by Lender of any of its rights, or any action to\nenforce its rights under this Agreement.\n\n         11. RELEASE OF COLLATERAL. Except as provided in Section 4 of the\nLetter Agreement, the security interest granted to Lender shall not terminate\nand Lender shall not be required to return the Collateral to Debtor or to\nterminate its security interest unless and until (a) the Liabilities have been\nfully paid and performed, and (b) Debtor has reimbursed Lender for any expenses\nof returning the Collateral and filing any termination statements and other\ninstruments as are required to be filed in public offices under applicable laws.\nAfter termination of this security interest, within 30 days after Debtor's\nrequest, Lender shall release control of any security interest in the Collateral\nperfected by control and, in Lender's sole discretion, shall terminate or send\nDebtor appropriate documentation to terminate any financing statements filed by\nLender with respect to the Collateral.\n\n\n         12. NOTICES. Any notices, communications and waivers under this\nAgreement or the Control Agreements shall be in writing and shall be (i)\ndelivered in person, (ii) mailed, postage prepaid, either by registered or\ncertified mail, return receipt requested, or (iii) by overnight express carrier,\naddressed in each case as follows:\n\n\n\n\n                                       8\n\n\n         To Lender:       WorldCom, Inc.\n                          500 Clinton Center Drive\n                          Clinton, Mississippi 39056\n                          Attn: Chief Financial Officer\n\n         To Debtor:       Bernard J. Ebbers\n                          2116 Hwy 84 East\n                          Oak Hill Farm\n                          Brookhaven, Mississippi 39601\n\n\n         13. MISCELLANEOUS. This Agreement shall be interpreted and the rights\nand liabilities of the parties hereto shall be determined in accordance with the\ninternal laws (as opposed to the conflicts of law provisions) and decisions of\nthe State of Mississippi and Debtor hereby consents to the jurisdiction of the\ncourts of or in the State of Mississippi in connection with any dispute,\ncontroversy, action or other matter relating to or arising out of this\nAgreement. Whenever possible each provision of this Agreement shall be\ninterpreted in such manner as to be effective and valid under applicable law,\nbut if any provision of this Agreement shall be prohibited by or invalid under\napplicable law, such provision shall be ineffective to the extent of such\nprohibition or invalidity, without invalidating the remainder of such provision\nor the remaining provisions of this Agreement. This Agreement shall be binding\nupon Debtor and the heirs and legal representatives of Debtor and shall inure to\nthe benefit of the Lender and its successors and assigns. The powers, rights,\nand remedies of the Lender under this Agreement are cumulative and are not\nexclusive of any other power, right or remedy that the Lender otherwise may\nhave. Any single or partial exercise or pursuit of any power, right or remedy\nunder this Agreement by the Lender shall not preclude other or further exercise\nor pursuit thereof or the exercise or pursuit of any other power, right or\nremedy. The Lender's rights and remedies under this Agreement shall be\nunaffected by any change in the provisions of any agreement, instrument, or\ndocument evidencing or affecting any of the Liabilities, by any extension of\ntime for payment or performance of any of the Liabilities or by any partial or\nfull release of any security for payment or performance of any of the\nLiabilities. No delay by the Lender in exercising or pursuing any power, right\nor remedy under this Agreement shall operate as a waiver thereof, and no failure\nby the Lender to exercise or pursue any power, right or remedy shall prevent the\nLender from exercising the same in the future.\n\n         14. UNIFORM COMMERCIAL CODE. For purposes of this Agreement, \"UCC\"\nmeans the Uniform Commercial Code as the same may, from time to time, be in\neffect in the State of Mississippi; provided, however, in the event that, by\nreason of mandatory provisions of law, any or all of the attachment, perfection\nor priority of Lender's security interest in any Collateral is governed by the\nUniform Commercial Code as in effect in a jurisdiction other than the State of\nMississippi, the term \"UCC\" shall mean the Uniform Commercial Code as in effect\nin such other jurisdiction for purposes of the provisions hereof relating to\nsuch attachment, perfection or priority and for purposes of definitions related\nto such provisions.\n\n\n\n\n                                       9\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Pledge and Security\nAgreement as of the date first written above.\n\n\n                                       \/s\/ Bernard J. Ebbers\n                                       -----------------------------------------\n                                       Bernard J. Ebbers\n\n\n\n                                       WORLDCOM, INC.\n\n                                       By: WorldCom, Inc. Compensation and Stock\n                                       Option Committee\n\n\n                                       By: \/s\/ Stiles A. Kellett, Jr.\n                                           -------------------------------------\n                                           Stiles A. Kellett, Jr., Chairman\n\n\n\n\n\n\n\n\n                                   SCHEDULE A\n                                   ----------\n\n\n                           PLEDGED SHARES OR INTERESTS\n\n<\/pre>\n<table>\n<caption>\n                                DATE                          NUMBER OF      PERCENTAGE OF<br \/>\n         ISSUER              OF ISSUE    CERTIFICATE NO.    SHARES\/UNITS       OWNERSHIP<br \/>\n<s>                           <c>              <c>              <c>             <c><br \/>\nJoshua Holdings LLC           12-22-99          N\/A              N\/A             86.25%<\/p>\n<p>BC Yacht Sales, Inc.          12-31-01           3               100            100.00%<\/p>\n<p>Douglas Lake Land &amp; 07-10-98          N\/A              N\/A              99.0%<br \/>\nTimber Company, LLP<\/p>\n<p>Douglas Lake Properties,      07-15-98         No. 1            1,000            100.0%<br \/>\nInc.<\/p>\n<p>BCT Holdings, LLC             03-26-99          N\/A              N\/A             99.80%<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-40268","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40268","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40268"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40268"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40268"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40268"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}