SAVVIS COMMUNICATIONS CORP
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>16
<FILENAME>ex10_10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
                                                                  EXHIBIT 10.10

                                                                  EXECUTION COPY


                                PLEDGE AGREEMENT
                                ----------------

         THIS PLEDGE AGREEMENT ("Agreement") dated as of March 18, 2002 is by
and between SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation ("Debtor")
whose address is 12851 Worldgate Drive, Herndon, Virginia 20170, and whose Tax
I.D. No. is 43-1809960, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as Agent for itself and other Lessors from time to time party to
the Restated Lease Agreement, as defined below (in such capacity, together with
its successors and assigns in such capacity, "Secured Party"), whose address is
10 Riverview Drive, Danbury, CT 06810.

                                    RECITALS:
                                    ---------

          A. SAVVIS Communications Corporation, a Missouri corporation
("Savvis") has entered into that certain Master Lease Agreement dated as of
March 28, 2000 with the Secured Party (the "Master Lease Agreement").

          B. Savvis and Secured Party have amended and restated the Master Lease
Agreement pursuant to that certain Amended and Restated Master Lease Agreement
dated as of March 8, 2002 (as such agreement may be amended, renewed, extended,
restated, replaced, substituted, supplemented or otherwise modified from time to
time, the "Restated Lease Agreement").

          C. Debtor which is operated as part of a common enterprise with
Savvis, has directly and indirectly benefited and will directly and indirectly
benefit from the extension of credit evidenced and governed by the Restated
Lease Agreement and the other transactions evidenced by and contemplated in the
Restated Lease Agreement, and execution and delivery of this Agreement is
necessary and convenient to the conduct, promotion and attainment of the
business of Debtor, including extension of maturity of Savvis' obligations to
Secured Party and the Lessors following defaults thereunder and delay in
interest payments.

          D. The execution and delivery of this Agreement is required by the
terms of the Restated Lease Agreement and is a condition to the availability of
the extension of credit to Savvis.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Lessors to enter into the
Restated Lease Agreement, the parties hereto hereby agree as follows:


                                      -1-
<PAGE>

                                    ARTICLE 1

                                   Definitions
                                   -----------

          Section 1.1 Definitions. As used in this Agreement, the following
terms have the following meanings:

         "Amendment" has the meaning specified in Section 4.6(b).

         "Capital Stock" means corporate stock and any and all securities,
shares, partnership interests (whether general, limited, special or other
partnership interests), limited liability company interests, membership
interests, equity interests, participations, rights or other equivalents
(however designated) of corporate stock or any of the foregoing issued by any
entity (whether a corporation, a partnership, a limited liability company or
another entity) and includes, without limitation, securities convertible into
Capital Stock and rights, warrants or options to acquire Capital Stock.

         "Collateral" has the meaning specified in Section 2.1.

         "Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Instrument" means any "instrument," as such term is defined in Article
or Chapter 9 of the UCC, now owned or hereafter acquired by Debtor, and, in any
event, shall include all promissory notes, drafts, bills of exchange and trade
acceptances of Debtor, whether now owned or hereafter acquired.

         "Lien" means, with respect to any Property, any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, tax lien, financing statement, pledge, charge, hypothecation or other
lien, charge, easement (other than any easement not materially impairing
usefulness), encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with respect to
such Property (including, without limitation, any conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing.

         "Obligations" means the "Obligations", as such term is defined in the
Restated Lease Agreement, and the obligations, indebtedness and liabilities of
Debtor under this Agreement and any other Credit Document to which Debtor may be
a party.

         "Person" means any individual, corporation, trust, association,
company, partnership, joint venture, limited liability company, joint stock
company, Governmental Authority or other entity.

          "Pledged Entity" means an issuer of Pledged Shares or Pledged
Indebtedness.

                                      -2-
<PAGE>

         "Pledged Indebtedness" means the Indebtedness from time to time
existing and evidenced by promissory notes and instruments listed on Part B of
Schedule 2, attached hereto, or on Part B of Schedule 1 to an Amendment.

         "Pledged Shares" means 100% of the Capital Stock from time to time
owned or acquired by Debtor in any manner in each of the Pledged Entities,
including without limitation, the Capital Stock identified on Part A of Schedule
2 attached hereto, or on Part A of Schedule 1 to an Amendment.

         "Proceeds" means any "proceeds," as such term is defined in Article or
Chapter 9 of the UCC and, in any event, shall include, but not be limited to,
(a) any and all proceeds of any insurance, indemnity, warranty or guaranty
payable to Debtor from time to time with respect to any of the Collateral, (b)
any and all payments (in any form whatsoever) made or due and payable to Debtor
from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
Governmental Authority (or any Person acting, or purporting to act, for or on
behalf of any Governmental Authority), and (c) any and all other amounts from
time to time paid or payable under or in connection with any of the Collateral.

         "Property" means property and/or assets of all kinds, whether real,
personal or mixed, tangible or intangible (including, without limitation, all
rights relating thereto), whether owned or acquired on or after the date hereof.

         "Revised Article 9" means the Revised Article 9 of the Uniform
Commercial Code as enacted in the State of New York and/or any other
jurisdiction.

         "Stock" means all shares, options, warrants, general or limited
partnership interests, membership interests or other equivalents (regardless of
how designated) of or in a corporation, partnership, limited liability company
or equivalent entity whether voting or nonvoting, including common stock,
preferred stock or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934).

          "Subsidiary" means, with respect to any Person, (a) any corporation of
which an aggregate of more than 50% of the outstanding Stock having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, Stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, owned
legally or beneficially by such Person or one or more Subsidiaries of such
Person, or with respect to which any such Person has the right to vote or
designate the vote of 50% or more of such Stock whether by proxy, agreement,
operation of law or otherwise, and (b) any partnership or limited liability
company in which such Person and/or one or more Subsidiaries of such Person
shall have an interest (whether in the form of voting or participation in
profits or capital contribution) of more than 50% or of which any such Person is
a general partner or may exercise the powers of a general partner.

                                      -3-
<PAGE>

         "UCC" means the Uniform Commercial Code as in effect on or after the
date hereof in the State of New York and/or any other jurisdiction the laws of
which may be applicable to or in connection with the creation, perfection or
priority, or the effect of perfection or nonperfection, of any Lien on any
Property created or purported to be created pursuant to this Agreement, and
includes, without limitation, Revised Article 9 as enacted in the State of New
York and/or any other such jurisdiction.

         "U.S." means the United States of America.

          Section 1.2 Other Definitional Provisions. Terms used herein that are
defined in the Restated Lease Agreement and are not otherwise defined herein
shall have the meanings therefor specified in the Restated Lease Agreement.
References to "Sections," "Subsections," "Exhibits" and "Schedules" shall be to
Sections, Subsections, Exhibits and Schedules, respectively, of this Agreement
unless otherwise specifically provided. All definitions contained in this
Agreement are equally applicable to the singular and plural forms of the terms
defined. All references to statutes and regulations shall include any amendments
of the same and any successor statutes and regulations. References to particular
sections of the UCC should be read to refer also to parallel sections of the
Uniform Commercial Code as enacted in each state or other jurisdiction where any
portion of the Collateral is or may be located. Terms used herein which are
defined in the UCC, unless otherwise defined herein or in the Restated Lease
Agreement, shall have the meanings determined in accordance with the UCC. The
term "continuing", "continuation" or "continuance" means, in reference to any
Default or Event of Default that has occurred, that such Default or Event of
Default has not been either cured to the reasonable satisfaction of the Secured
Party within the applicable grace period (if any) specified in this Agreement or
the other Credit Documents (as applicable) or waived in writing by the requisite
Lessors in accordance with Section 11.2 of the Restated Lease Agreement.

                                   ARTICLE 2

                                Security Interest
                                -----------------

          Section 2.1 Security Interest. As collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise), Debtor hereby pledges and assigns (as
collateral) to Secured Party, and grants to Secured Party, as Agent for itself
and for the other Lessors, a continuing Lien on and security interest in all of
Debtor's right, title and interest in and to the following, whether now owned or
hereafter arising or acquired and wherever located (collectively, ___ the
"Collateral"):

               (a) all of the Pledged Shares and certificates, if any,
representing the Pledged Shares, and all dividends, cash, Instruments, and other
Property from time to time received receivable or otherwise distributed or
distributable in respect of or in exchange for any or all of the Pledged Shares;

               (b) all of the Pledged Indebtedness and the promissory notes or
instruments evidencing the Pledged Indebtedness, and all interest, cash,
Instruments and other Property and assets from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the
Pledged Indebtedness; and

                                      -4-
<PAGE>

               (c) all cash and non-cash Proceeds and products of any of the
foregoing.

          Section 2.2 Delivery of Collateral. Debtor has delivered to Secured
Party, endorsed in blank as appropriate, all Collateral the possession of which
is necessary to perfect the security interest of Secured Party therein as of the
date hereof. Furthermore, promptly upon Debtor gaining any rights in any
additional Collateral, all certificates or instruments representing or
evidencing the Pledged Shares, the Pledged Indebtedness or any other Collateral
shall be delivered to and held by or on behalf of Secured Party pursuant hereto
in suitable form for transfer by delivery, or accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to Secured Party. After the occurrence and during the
continuation of a Default or an Event of Default, Secured Party shall have the
right at any time to exchange certificates or instruments representing or
evidencing any Pledged Shares or Pledged Indebtedness in its possession for
certificates or Instruments of smaller or larger denominations.

                                   ARTICLE 3

                         Representations and Warranties
                         ------------------------------

         To induce Secured Party and the Lessors to enter into this Agreement
and the other Credit Documents, Debtor represents and warrants that:

          Section 3.1 Title. Debtor is, and with respect to Collateral acquired
after the date hereof Debtor will be, the legal and beneficial owner of the
Collateral free and clear of any Lien or other encumbrance, except for those
Permitted Encumbrances (if any) which are expressly permitted to attach to the
Collateral in accordance with the Restated Lease Agreement and Liens in favor of
Secured Party.

          Section 3.2 Financing Statements. There are presently no effective
financing statements, and Debtor has not signed any, security agreement or other
Lien instrument covering all or any part of the Collateral, except as may have
been filed in favor of Secured Party pursuant to this Agreement and except for
financing statements evidencing Permitted Encumbrances. Except as otherwise
disclosed on Schedule 1 hereto, Debtor does not do business and has not done
business within the past five (5) years under a trade name or any name other
than its legal name set forth at the beginning of this Agreement.

          Section 3.3 Principal Place of Business. The principal place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books and records, is located at the address of Debtor shown at the
beginning of this Agreement.

          Section 3.4 Pledged Shares and Pledged Indebtedness.

               (a) The Pledged Shares have been duly authorized and validly
issued and are fully paid and nonassessable under the laws of the jurisdiction
of incorporation of each of the Pledged Entities;

                                      -5-
<PAGE>

               (b) The Pledged Indebtedness has been duly authorized,
authenticated or issued and delivered by, and is the legal, valid and binding
obligation of, the Pledged Entities, and no such Pledged Entity is in default
thereunder;

               (c) Debtor is the legal and beneficial owner of the Pledged
Shares and Pledged Indebtedness, free and clear of any Lien (other than the Lien
created by this Agreement), and Debtor has not sold, granted any option with
respect to, assigned, transferred or otherwise disposed of any of its rights or
interest in or to the Pledged Shares and Pledged Indebtedness;

               (d) None of the Pledged Shares or Pledged Indebtedness has been
issued or transferred in violation of the securities registration, securities
disclosure or similar laws of any jurisdiction to which such issuance or
transfer may be subject;

               (e) On the date hereof, the Pledged Shares constitute the
percentage of the issued and outstanding Capital Stock of each of the Pledged
Entities indicated on Schedule 1, as such Schedule 1 may from time to time be
supplemented, amended or modified.

          Section 3.5 First Priority Lien. The pledge, assignment and delivery
of the Pledged Collateral pursuant to this Agreement will create a valid first
priority Lien on and a first priority perfected security interest in favor of
Secured Party in the Pledged Collateral and the proceeds thereof, securing the
payment of the Obligations, subject to no other Lien.

          Section 3.6 Authorization. This Agreement has been duly authorized,
executed and delivered by Debtor and constitutes a legal, valid and binding
obligation of Debtor enforceable against Debtor in accordance with its terms. No
consent, approval, authorization or other order or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is
required (i) for the pledge by Debtor of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of this Agreement by
Debtor or (ii) for the exercise by Secured Party of the voting or other rights
provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally.

          Section 3.7 Benefit. Debtor expects to derive substantial benefit (and
Debtor may reasonably be expected to derive substantial benefit), directly and
indirectly, from the transactions contemplated by the Restated Lease Agreement.
Debtor will receive reasonably equivalent value in exchange for the Collateral
being provided by it pursuant to the Credit Documents to which it is a party as
security for the payment and performance of the Obligations.

                                    ARTICLE 4

                                    Covenants
                                    ---------

         Debtor covenants and agrees with Secured Party that until the
Obligations are paid and performed in full, and the rights and obligations of
Secured Party and the Lessors under the Restated Lease Agreement and other
Credit Documents have expired or have been terminated:

                                      -6-
<PAGE>

          Section 4.1 Encumbrances. Except as otherwise permitted by the terms
of the Restated Lease Agreement relating to disposition of assets, Debtor shall
not create, permit or suffer to exist, and shall defend the Collateral against,
any Lien or other encumbrance on the Collateral except for those Permitted
Encumbrances (if any) which are expressly permitted to attach to the Collateral
in accordance with the Restated Lease Agreement, and shall defend Debtor's
rights in the Collateral and Secured Party's pledge and collateral assignment of
and security interest in the Collateral against the claims and demands of all
Persons. Subject to the creation or existence of Permitted Encumbrances under
the Restated Lease Agreement, Debtor shall do nothing to impair the rights of
Secured Party in the Collateral.

          Section 4.2 Further Assurances. At any time and from time to time,
upon the request of Secured Party, and at the sole expense of Debtor, Debtor
shall promptly execute and deliver all such further agreements, documents, and
instruments and take such further action as Secured Party may deem necessary or
appropriate to preserve and perfect its security interest in and pledge and
collateral assignment of the Collateral and carry out the provisions and
purposes of this Agreement or to enable Secured Party to exercise and enforce
its rights and remedies hereunder with respect to any of the Collateral. Without
limiting the generality of the foregoing, Debtor shall, subject to the terms of
the Restated Lease Agreement, (a) execute and deliver to Secured Party such
financing statements as Secured Party may from time to time require, (b) take
such action as Secured Party may request to permit Secured Party to have control
over any Collateral, (c) deliver to Secured Party all Collateral the possession
of which is necessary to perfect the security interest therein, duly endorsed
and/or accompanied by duly executed instruments of transfer or assignment, all
in form and substance satisfactory to Secured Party; and (d) execute and deliver
to Secured Party such other agreements, documents, and instruments as Secured
Party may require to perfect and maintain the validity, effectiveness, and
priority of the Liens intended to be created by this Agreement or any other
Credit Document. In the event Debtor ever fails, upon request of Secured Party,
to promptly (and in any event within two days of such request) execute and file
one or more financing or continuation statements, and/or amendments thereto,
relating to all or any part of the Collateral, Debtor authorizes Secured Party
to file financing or continuation statements, and/or amendments thereto without
the signature of Debtor where permitted by law. A carbon, photographic or other
reproduction of this Agreement or of any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement and
may be filed as a financing statement.

          Section 4.3 Corporate Changes. Debtor shall not change its name,
identity or corporate structure in any manner that might make any financing
statement filed in connection with this Agreement seriously misleading unless
Debtor shall have given Secured Party thirty (30) days prior written notice
thereof and shall have taken all action deemed necessary or appropriate by
Secured Party to protect its Liens and the perfection and priority thereof.
Debtor shall not change its principal place of business, chief executive office
or the place where it keeps its books and records unless it shall have given
Secured Party thirty (30) days prior written notice thereof and shall have taken
all action deemed necessary or appropriate by Secured Party to cause its
security interest in the Collateral to be perfected with the priority required
by this Agreement.

          Section 4.4 Notification. Debtor shall promptly notify Secured Party
of (a) any Lien, encumbrance or claim (other than Permitted Encumbrances) that
has attached to or been made or asserted against any of the Collateral, (b) any
material change in any of the Collateral, including,


                                      -7-
<PAGE>

without limitation, any material damage to or loss of Collateral, and (c) the
occurrence of any other event or condition (including, without limitation,
matters as to Lien priority) that could reasonably be expected to have a
material adverse effect on the Collateral or the security interest created
hereunder.

          Section 4.5 Voting Rights, Distributions, Etc.

               (a) So long as no Event of Default shall have occurred and be
continuing:

                    (i) Debtor shall be entitled to exercise any and all voting
               and other consensual rights (including, without limitation, the
               right to give consents, waivers and notifications in respect of
               any of the Pledged Shares) pertaining to any of the Collateral or
               any part thereof; and

                    (ii) Unless an Event of Default shall have occurred and be
               continuing, Debtor shall be entitled to receive and retain any
               and all dividends and interest paid in respect of any of the
               Collateral to the extent permitted by the Restated Lease
               Agreement; provided, however, that any and all

                         (A) Restricted Payments paid or payable in violation of
                    the terms of the Restated Lease Agreement,

                         (B) Restricted Payments paid or payable other than in
                    cash in respect of, and instruments and other Property
                    received, receivable or otherwise distributed in respect of,
                    or in exchange for, any Collateral,

                         (C) Restricted Payments hereafter paid or payable in
                    cash in respect of any Collateral in connection with a
                    partial or total liquidation or dissolution or in connection
                    with a reduction of capital, capital surplus or
                    paid-in-surplus, and

                         (D) cash paid, payable or otherwise distributed in
                    redemption of, or in exchange for, any Collateral,

shall be, and shall be forthwith delivered to Secured Party to hold as,
Collateral and shall, if received by Debtor, be received in trust for the
benefit of Secured Party, be segregated from the other Property or funds of
Debtor and be forthwith delivered to Secured Party as Collateral in the same
form as so received (with any necessary endorsement). All amounts (other than
amounts described in clauses (ii)(A) through (D) above) received by Secured
Party in respect of any Collateral shall be either (1) promptly released to
Debtor, so long as no Default or Event of Default shall have occurred and be
continuing or (2) if any Default or Event of Default shall have occurred and be
continuing, held by Secured Party and (if an Event of Default shall have
occurred and be continuing) applied as provided by the Restated Lease Agreement.
During the continuance of any Default, any dividends, interest or other
distributions (whether in cash, securities, Property or otherwise) received by
Debtor with respect to any Collateral shall be held by Debtor in trust for the
benefit of Secured Party and, during the continuance of any Event of Default,
upon the request of Secured Party, shall be delivered promptly to Secured Party
to hold as Collateral, as Secured Party may in its discretion determine. If such
Event of Default is


                                      -8-
<PAGE>


waived or cured to the satisfaction of Secured Party, any such distributions
received by Secured Party (except those of the types described in clauses
(ii)(A) through (D) above which shall not be released to Debtor) shall be
returned promptly to Debtor (provided that no other Default or Event of Default
exists). If such Default remains uncured and becomes an Event of Default, any
such distributions will be applied by Secured Party as provided in the Restated
Lease Agreement.

               (b) Upon the occurrence and during the continuance of an Event of
Default:

                                      -9-
<PAGE>

                    (i) Secured Party may, without notice to Debtor, transfer or
               register in the name of Secured Party or any of its nominees any
               or all of the Collateral, as applicable, the proceeds thereof (in
               cash or otherwise) and all liens, security, rights, remedies and
               claims of Debtor with respect thereto held by Secured Party
               hereunder, and Secured Party or its nominee may thereafter, after
               delivery of notice to Debtor, exercise all voting and corporate
               rights at any meeting of any corporation, partnership or other
               business entity issuing any of the Collateral and any and all
               rights of conversion, exchange, subscription or any other rights,
               privileges or options pertaining to any of the Collateral as if
               it were the absolute owner thereof, including, without
               limitation, the right to exchange at its discretion any and all
               of the Collateral upon the merger, consolidation, reorganization,
               recapitalization or other readjustment of any corporation,
               partnership or other business entity issuing any of such
               Collateral or upon the exercise by the Pledged Entities or
               Secured Party of any right, privilege or option pertaining to any
               of the Collateral, and in connection therewith, to deposit and
               deliver any and all of the Collateral with any committee,
               depositary, transfer agent, registrar or other designated agency
               upon such terms and conditions as it may determine, all without
               liability except to account for property actually received by it,
               but Secured Party shall have no duty to exercise any of the
               aforesaid rights, privileges or options, and neither Secured
               Party nor any Lessor shall be responsible for any failure to do
               so or delay in so doing.

                    (ii) All rights of Debtor to exercise the voting and other
               consensual rights which it would otherwise be entitled to
               exercise pursuant to Section 4.5(a)(i) and to receive the
               dividends, interest and other distributions which it would
               otherwise be authorized to receive and retain pursuant to Section
               4.5(a)(ii) shall be suspended until such Event of Default shall
               no longer exist, and all such rights shall, until such Event of
               Default shall no longer exist, thereupon become vested in Secured
               Party which shall thereupon have the sole right to exercise such
               voting and other consensual rights and to receive and hold as
               Collateral such dividends, interest and other distributions.

                    (iii) All dividends, interest and other distributions which
               are received by Debtor contrary to the provisions of this Section
               4.5(b) shall be received in trust for the benefit of Secured
               Party, shall be segregated from other funds of Debtor and shall
               be forthwith paid over to Secured Party as Collateral in the same
               form as so received (with any necessary endorsement).

                    (iv) Debtor shall execute and deliver (or cause to be
               executed and delivered) to Secured Party all such proxies and
               other instruments as Secured Party may request for the purpose of
               enabling Secured Party to exercise the voting and other rights
               which it is entitled to exercise pursuant to this Section 4.5(b)
               and to receive the dividends, interest and other distributions
               which it is entitled to receive and retain pursuant to this
               Section 4.5(b). The foregoing shall not in any way limit Secured
               Party's power and authority granted pursuant to Section 5.1.

          Section 4.6 Transfers and Other Liens: Additional Investments.

                                      -10-
<PAGE>

               (a) Except as may be expressly permitted by the terms of the
Restated Lease Agreement, Debtor shall not grant any option with respect to,
exchange, sell or otherwise dispose of any of the Collateral or create or permit
to exist any Lien upon or with respect to any of the Collateral except for the
Liens created hereby and Permitted Encumbrances.

               (b) Debtor agrees that it will (i) cause the Pledged Entities not
to issue any Capital Stock, notes or other securities or instruments in addition
to or in substitution for any of the Pledged Shares, except (A) with prior
written notice to Secured Party, to Debtor or (B) with the written consent of
Secured Party, to any Person other than Debtor, (ii) pledge hereunder,
immediately upon its acquisition (directly or indirectly) thereof, any and all
such Capital Stock, notes or other securities or instruments, and (iii) promptly
(and in any event within three Business Days) deliver to Secured Party an
Amendment, duly executed by Debtor, in substantially the form of Exhibit A (an
"Amendment"), in respect of such Capital Stock, notes or other securities or
instruments, together with all certificates, notes or other securities or
instruments representing or evidencing the same. Debtor hereby (1) authorizes
Secured Party to attach each Amendment to this Agreement, (2) agrees that all
such Capital Stock, notes or other securities or instruments listed on any
Amendment delivered to Secured Party shall for all purposes hereunder constitute
Pledged Shares, and (3) is deemed to have made, upon such delivery, the
representations and warranties contained in Article 3 with respect to such
Pledged Shares.

          Section 4.7 Possession: Reasonable Care. Regardless of whether a
Default or an Event of Default has occurred or is continuing, Secured Party
shall have the right to hold in its possession all Pledged Shares or Pledged
Indebtedness pledged, assigned or transferred hereunder and from time to time
constituting a portion of the Collateral. Secured Party may, from time to time,
in its sole discretion, appoint one or more agents (which in no case shall be
Debtor or an Affiliate of Debtor) to hold physical custody, for the account of
Secured Party, of any or all of the Pledged Shares or Pledged Indebtedness.
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of the Pledged Shares or Pledged Indebtedness in its possession
if the Pledged Shares or Pledged Indebtedness are accorded treatment
substantially equal to that which Secured Party accords its own property, it
being understood that Secured Party shall not have any responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Shares or Pledged
Indebtedness, whether or not Secured Party has or is deemed to have knowledge of
such matters, or (b) taking any necessary steps to preserve rights against any
parties with respect to any Collateral. Following the occurrence and during the
continuation of an Event of Default, Secured Party shall be entitled to take
possession of all Collateral.

                                   ARTICLE 5

                             Rights of Secured Party
                             -----------------------

          Section 5.1 Power of Attorney. Debtor hereby irrevocably constitutes
and appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the name of Debtor or in its own name, to take, after the
occurrence and during the continuance of an Event of Default, any and all action
and to execute any and all documents and instruments which Secured Party at any


                                      -11-
<PAGE>


time and from time to time deems necessary or desirable to accomplish the
purposes of this Agreement and, without limiting the generality of the
foregoing, Debtor hereby gives Secured Party the power and right on behalf of
Debtor and in its own name to do any of the following after the occurrence and
during the continuance of an Event of Default, without notice to or the consent
of Debtor:

               (a) to demand, sue for, collect or receive, in the name of Debtor
or in its own name, any money or Property at any time payable or receivable on
account of or in exchange for any of the Collateral and, in connection
therewith, endorse checks, notes, drafts, acceptances, money orders, documents
of title or any other instruments for the payment of money under the Collateral;

               (b) to pay or discharge taxes, Liens or other encumbrances levied
or placed on or threatened against the Collateral;

               (c) (i) to receive payment of and receipt for any and all monies,
claims and other amounts due and to become due at any time in respect of or
arising out of any Collateral; (ii) to sign and endorse any assignments,
proxies, stock powers, verifications and notices relating to the Collateral;
(iii) to commence and prosecute any suit, action or proceeding at law or in
equity in any court of competent jurisdiction to collect the Collateral or any
part thereof and to enforce any other right in respect of any Collateral; (iv)
to defend any suit, action or proceeding brought against Debtor with respect to
any Collateral; (v) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such discharges
or releases as Secured Party may deem appropriate; (vi) to exchange any of the
Collateral for other Property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the Pledged Entities and, in
connection therewith, deposit any of the Collateral with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms
as Secured Party may determine; (vii) to add or release any guarantor, endorser,
surety or other party to any of the Collateral; (viii) to renew, extend or
otherwise change the terms and conditions of any of the Collateral; (ix) to
make, settle, compromise or adjust any claims under or pertaining to any of the
Collateral; and (x) to sell, transfer, pledge, convey, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely
as though Secured Party were the absolute owner thereof for all purposes, and to
do, at Secured Party's option and Debtor's expense, at any time, or from time to
time, all acts and things which Secured Party deems necessary to protect,
preserve, maintain or realize upon the Collateral and Secured Party's security
interest therein.

         This power of attorney is a power coupled with an interest and shall be
irrevocable until this Agreement is terminated in accordance with its terms.
Secured Party shall be under no duty to exercise or withhold the exercise of any
of the rights, powers, privileges and options expressly or implicitly granted to
Secured Party in this Agreement, and shall not be liable for any failure to do
so or any delay in doing so. Neither Secured Party nor any Person designated by
Secured Party shall be liable for any act or omission or for any error of
judgment or any mistake of fact or law except for gross negligence or willful
misconduct or as set forth in Section 4.7. This power of attorney is conferred
on Secured Party solely to protect, preserve, maintain and realize upon its
security interest in the Collateral. Secured Party shall not be responsible for
any decline in the


                                      -12-
<PAGE>


value of the Collateral and shall not be required to take any steps to preserve
rights against prior parties or to protect, preserve or maintain any Lien given
to secure the Collateral.

          Section 5.2 Performance by Secured Party. If Debtor shall fail to
perform any covenant or agreement contained in this Agreement, Secured Party may
perform or attempt to perform such covenant or agreement on behalf of Debtor. In
such event, Debtor shall, at the request of Secured Party, promptly pay any
amount expended by Secured Party in connection with such performance or
attempted performance to Secured Party, together with interest thereon at the
Default Rate from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that Secured Party shall not have any liability or
responsibility for the performance of any indebtedness, liability or obligation
of Debtor under this Agreement.

                                    ARTICLE 6

                                     Default
                                     -------

          Section 6.1 Rights and Remedies. If an Event of Default shall have
occurred and be continuing, Secured Party shall have the following rights and
remedies with respect to the Collateral (subject to Section 6.3):

               (a) In addition to all other rights and remedies granted to
Secured Party in this Agreement or in any other Credit Document or by applicable
law, Secured Party shall have all of the rights and remedies of a secured party
under the UCC (whether or not the UCC applies to the affected Collateral) and
Secured Party may also, without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of Secured Party's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as Secured Party may deem commercially reasonable or otherwise as may be
permitted by law. Without limiting the generality of the foregoing, Secured
Party may sell, lease or otherwise dispose of the Collateral, or any part
thereof, in one or more parcels at public or private sale or sales, at Secured
Party's offices or elsewhere, for cash, on credit or for future delivery, and
upon such other terms as Secured Party may deem commercially reasonable or
otherwise as may be permitted by law. Secured Party shall have the right at any
public sale or sales, and, to the extent permitted by applicable law, at any
private sale or sales, to bid (which bid may be, in whole or in part, in the
form of cancellation of indebtedness) and become a purchaser of the Collateral
or any part thereof free of any right or equity of redemption on the part of
Debtor, which right or equity of redemption is hereby expressly waived and
released by Debtor. Upon the request of Secured Party, Debtor shall assemble the
Collateral and make it available to Secured Party at any place designated by
Secured Party that is reasonably convenient to Debtor and Secured Party. Debtor
agrees that Secured Party shall not be obligated to give more than five days
prior written notice of the time and place of any public sale or of the time
after which any private sale may take place and that such notice shall
constitute reasonable notice of such matters. Secured Party shall not be
obligated to make any sale of Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of Collateral may have been given.
Secured Party may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for sale, and such sale may, without further


                                      -13-
<PAGE>


notice, be made at the time and place to which the same was so adjourned. Debtor
shall be liable for all expenses of retaking, holding, preparing for sale or the
like, and all attorneys' fees, legal expenses and other costs and expenses
incurred by Secured Party in connection with the collection of the Obligations
and the enforcement of Secured Party's rights under this Agreement. Debtor shall
remain liable for any deficiency if the Proceeds of any sale or other
disposition of the Collateral applied to the Obligations are insufficient to pay
the Obligations in full. Secured Party may apply the Collateral against the
Obligations in such order and manner as Secured Party may elect in its sole
discretion. Debtor waives all rights of marshaling, valuation and appraisal in
respect of the Collateral. Any cash held by Secured Party as Collateral and all
cash proceeds received by Secured Party in respect of any sale of, collection
from or other realization upon all or any part of the Collateral may, in the
discretion of Secured Party, be held by Secured Party as collateral for, and
then or at any time thereafter applied in whole or in part by Secured Party
against, the Obligations in such order as Secured Party shall select. Any
surplus of such cash or cash proceeds and interest accrued thereon, if any, held
by Secured Party and remaining after payment in full of all the Obligations
shall be paid over to Debtor or to whomsoever may be lawfully entitled to
receive such surplus; provided that Secured Party shall have no obligation to
invest or otherwise pay interest on any amounts held by it in connection with or
pursuant to this Agreement.

               (b) Secured Party may cause any or all of the Collateral held by
it to be transferred into the name of Secured Party or the name or names of
Secured Party's nominee or nominees.

               (c) Secured Party may exercise any and all rights and remedies of
Debtor under or in respect of the Collateral, including, without limitation, any
and all rights of Debtor to demand or otherwise require payment of any amount
under, or performance of any provision of, any of the Collateral and any and all
voting rights and corporate powers in respect of the Collateral.

               (d) Secured Party may collect or receive all money or property at
any time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so.

               (e) On any sale of the Collateral, Secured Party is hereby
authorized to comply with any limitation or restriction with which compliance is
necessary, in the view of Secured Party's counsel, in order to avoid any
violation of applicable law or in order to obtain any required approval of the
purchaser or purchasers by any applicable Governmental Authority.

          Section 6.2 Registration Rights, Private Sales, Etc.

               (a) If Secured Party shall determine to exercise its right to
sell all or any of the Collateral pursuant to Section 6.1, Debtor agrees that,
upon the request of Secured Party (which request may be made by Secured Party in
its sole discretion), Debtor will, at its own expense:

                    (i) execute and deliver, and cause the Pledged Entities and
               the directors and officers thereof to execute and deliver, all
               such agreements,


                                      -14-
<PAGE>


               documents and instruments, and do or cause to be
               done all such other acts and things, as may be reasonably
               necessary or, in the reasonable opinion of Secured Party,
               advisable to register such Collateral under the provisions of the
               Securities Act (as hereinafter defined) and use its best efforts
               to cause the registration statement relating thereto to become
               effective and to remain effective for such period as prospectuses
               are required by law to be furnished and to make all amendments
               and supplements thereto and to the related prospectus which, in
               the opinion of Secured Party, are necessary or advisable, all in
               conformity with the requirements of the Securities Act and the
               rules and regulations of the Securities and Exchange Commission
               applicable thereto;

                    (ii) if reasonably necessary or, in the reasonable opinion
               of Secured Party, advisable, use its best efforts to qualify such
               Collateral under all applicable state securities or "Blue Sky"
               laws and to obtain all necessary governmental approvals for the
               sale of such Collateral, as requested by Secured Party;

                    (iii) if reasonably necessary or, in the reasonable opinion
               of Secured Party, advisable, cause each Pledged Entity to make
               available to its security holders, as soon as practicable, an
               earnings statement which will satisfy the provisions of Section
               11 (a) of the Securities Act;

                    (iv) do or cause to be done all such other acts and things
               as may be reasonably necessary or appropriate to make such sale
               of the Collateral or any part thereof valid and binding and in
               compliance with applicable law; and

                    (v) bear all reasonable costs and expenses, including
               reasonable attorneys' fees, of carrying out its obligations under
               this Section 6.2.

               (b) Debtor recognizes that Secured Party may be unable to effect
a public sale of any or all of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time (the
"Securities Act") and applicable state securities laws but may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
who will be obliged to agree, among other things, to acquire such Collateral for
their own account for investment and not with a view to the distribution or
resale thereof. Debtor acknowledges and agrees that, any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall, to the extent permitted by law, be deemed to have been made
in a commercially reasonable manner. Neither Secured Party nor the Lessors shall
be under any obligation to delay a sale of any of the Collateral for the period
of time necessary to permit any Pledged Entity to register such securities under
the Securities Act or under any applicable state securities laws, even if such
Pledged Entity would agree to do so.

               (c) Debtor further agrees to do or cause to be done, to the
extent that Debtor may do so under applicable law, all such other acts and
things as may be necessary to make such sales or resales of any portion or all
of the Collateral valid and binding and in compliance with any and all
applicable laws, regulations, orders, writs, injunctions, decrees or awards of
any and all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction


                                      -15-
<PAGE>

over any such sale or sales, all at Debtor's expense. Debtor further agrees that
a breach of any of the covenants contained in this Section 6.2 will cause
irreparable injury to Secured Party and the Lessors and that Secured Party and
the Lessors have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 6.2
shall be specifically enforceable against Debtor, and Debtor hereby waives and
agrees, to the fullest extent permitted by law, not to assert as a defense
against an action for specific performance of such covenants that (i) Debtor's
failure to perform such covenants will not cause irreparable injury to Secured
Party and the Lessors or (ii) Secured Party and the Lessors have an adequate
remedy at law in respect of such breach. Debtor further acknowledges the
impossibility of ascertaining the amount of damages which would be suffered by
Secured Party and the Lessors by reason of a breach of any of the covenants
contained in this Section 6.2 and, consequently, agrees that, if Debtor shall
breach any of such covenants and Secured Party or any Lessor shall sue for
damages for such breach, Debtor shall pay to Secured Party or such Lessor, as
liquidated damages and not as a penalty, an aggregate amount equal to the value
of the Collateral on the date Secured Party or such Lessor shall demand
compliance with this Section 6.2.

               (d) DEBTOR HEREBY AGREES TO INDEMNIFY, PROTECT AND SAVE HARMLESS
SECURED PARTY AND THE LESSORS AND ANY CONTROLLING PERSONS THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS,
CLAIMS, COSTS AND EXPENSES (INCLUDING COUNSEL FEES AND DISBURSEMENTS) ARISING
UNDER THE SECURITIES ACT, THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED,
ANY APPLICABLE STATE SECURITIES STATUTE, OR AT COMMON LAW, OR PURSUANT TO ANY
OTHER APPLICABLE LAW IN CONNECTION WITH THE SALE OF ANY SECURITIES OR THE
EXERCISE OF ANY OTHER RIGHT OR REMEDY OF SECURED PARTY, INSOFAR AS SUCH
LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT OF, OR ARE BASED UPON,
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT MADE BY ANY
CREDIT PARTY IN CONNECTION WITH THE SALE OR PROPOSED SALE OF ANY PART OF THE
COLLATERAL, OR ARISES OUT OF, OR IS BASED UPON, THE OMISSION OR ALLEGED OMISSION
BY ANY CREDIT PARTY TO STATE A MATERIAL FACT REQUIRED TO BE STATED IN CONNECTION
THEREWITH OR NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING; PROVIDED,
HOWEVER, THAT DEBTOR SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY
SUCH LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT OF, OR ARE BASED
UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
FURNISHED TO DEBTOR BY SECURED PARTY OR ANY LESSOR SPECIFICALLY FOR INCLUSION IN
CONNECTION THEREWITH. THE FOREGOING INDEMNITY AGREEMENT IS IN ADDITION TO ANY
INDEBTEDNESS, LIABILITY OR OBLIGATION THAT DEBTOR MAY OTHERWISE HAVE TO SECURED
PARTY, ANY LESSOR OR ANY CONTROLLING PERSON THEREOF.

                                      -16-
<PAGE>

          Section 6.3 Compliance with Laws. Notwithstanding anything to the
contrary contained in any Credit Document or in any other agreement, instrument
or document executed by Debtor and delivered to Secured Party, Secured Party
will not take any action pursuant to this Agreement or any document referred to
herein which would constitute or result in any change of control (whether de
jure or de facto) of any Pledged Entity if such change of control would require,
under then existing law, the prior approval of the FCC or any other Governmental
Authority without first obtaining such prior approval of the FCC or other
Governmental Authority. Upon the occurrence of an Event of Default or at any
time thereafter during the continuance thereof, subject to the terms and
conditions of this Agreement, Debtor agrees to take any action which Secured
Party may request in order to obtain from the FCC or such other Governmental
Authority such approval as may be necessary to enable Secured Party to exercise
and enjoy the full rights and benefits granted to Secured Party by this
Agreement and the other documents referred to above, including specifically, at
the cost and expense of Debtor, the use of Debtor's best efforts to assist in
obtaining approval of the FCC or such other Governmental Authority for any
action or transaction contemplated by this Agreement for which such approval is
or shall be required by law, and specifically, without limitation, upon request,
to prepare, sign and file with the FCC or such other Governmental Authority the
assignor's or transferor's portion of any application or applications for
consent to the assignment of license or transfer of control necessary or
appropriate under the FCC's or such other Governmental Authority's rules and
regulations for approval of (a) any sale or other disposition of the Collateral
by or on behalf of Secured Party, or (b) any assumption by Secured Party of
voting rights in the Collateral effected in accordance with the terms of this
Agreement.

                                   ARTICLE 7

                                  Miscellaneous
                                  -------------

          Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of
Secured Party to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided for in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.

          Section 7.2 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Debtor and Secured Party and their respective
heirs, successors and permitted assigns, except that Debtor may not assign any
of its rights, indebtedness, liabilities or obligations under this Agreement
without the prior written consent of Secured Party.

          Section 7.3 Entire Agreement; Amendment. THIS AGREEMENT EMBODIES THE
FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES


                                      -17-
<PAGE>

HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions of this Agreement may be amended or waived only by an instrument in
writing signed by the parties hereto.

          Section 7.4 Notices. All notices and other communications provided for
in this Agreement shall be given or made, and shall be deemed effective, as
provided in the Restated Lease Agreement.

          Section 7.5 Governing Law; Submission to Jurisdiction; Service of
Process. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES) AND EACH OF THE PARTIES HERETO CHOOSE THE LAWS OF THE STATE OF NEW
YORK TO GOVERN THIS AGREEMENT PURSUANT TO N.Y. GEN. OBLIG. LAW SECTION 5-1401
(CONSOL. 1995) AND APPLICABLE LAWS OF THE U.S. DEBTOR HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF EACH OF (A) THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND (B) ANY NEW YORK STATE COURT SITTING IN NEW
YORK, NEW YORK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. DEBTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF
SUCH PROCESS TO DEBTOR AT ITS ADDRESS FOR NOTICES SET FORTH UNDERNEATH ITS
SIGNATURE HERETO. DEBTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

          Section 7.6 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

          Section 7.7 Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by Secured Party shall affect the
representations and warranties or the right of Secured Party to rely upon them.

          Section 7.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          Section 7.9 Waiver of Bond. In the event Secured Party seeks to take
possession of any or all of the Collateral by judicial process, Debtor hereby
irrevocably waives any bonds and any surety or security relating thereto that
may be required by applicable law as an incident to


                                      -18-
<PAGE>

such possession, and waives any demand for possession prior to the commencement
of any such suit or action.

          Section 7.10 Severability. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          Section 7.11 Construction. Debtor and Secured Party acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by Debtor and Secured
Party.

          Section 7.12 Termination. If all of the Obligations shall have been
paid and performed in full and all obligations of the Lessors shall have expired
or terminated, Secured Party shall, upon the written request of Debtor, promptly
execute and deliver to Debtor a proper instrument or instruments acknowledging
the release and termination of the security interests created by this Agreement,
and shall duly assign and deliver to Debtor (without recourse and without any
representation or warranty, except as may be set forth in Section 4.7 and
Section 5.1) such of the Collateral as may be in the possession of Secured Party
and has not previously been sold or otherwise applied pursuant to this
Agreement.

          Section 7.13 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SECURED
PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

         [The remainder of this page has been intentionally left blank.]


                                      -19-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

                                     DEBTOR:


                                     SAVVIS COMMUNICATIONS CORPORATION,
                                     a Delaware corporation


                                     By: /s/ Nancy B. Lysinger
                                        ----------------------
                                     Name:   Nancy B. Lysinger
                                     Title:  Vice President and Treasurer

                                     SECURED PARTY:


                                     GENERAL ELECTRIC CAPITAL
                                     CORPORATION, as Agent

                                     By: /s/ Robert Wotten
                                        ------------------
                                     Name:   Robert Wotten
                                     Title:  Vice President


                                      -20-
<PAGE>


STATE OF  New York                  )

                                    )

COUNTY OF New York                  )


         This instrument was acknowledged before me this 18th day of March,
2002, by Nancy B. Lysinger, the Vice President and Treasurer of SAVVIS
COMMUNICATIONS CORPORATION, a Missouri corporation, on behalf of such
corporation.

[SEAL]                               /s/ Robert Braumuller
                                     ---------------------
                                     Notary Public in and for the State of
                                         New York
                                     Print Name: Robert Braumuller

My Commission expires: 8/2/05



STATE OF  Connecticut               )

                                    )

COUNTY OF Fairfield                 )


         This instrument was acknowledged before me this 15th day of
March, 2002, by Robert Wotten, the Vice President of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, on behalf of such corporation.

[SEAL]                               /s/ Delythe Eugenie Lowry
                                     -------------------------
                                     Notary Public in and for the State of
                                         Connecticut
                                     Print Name: Delythe Eugenie Lowry

My Commission expires: 8/31/05





                                      -21-
<PAGE>



                                   SCHEDULE 1
                                   ----------

                              TRADE AND OTHER NAMES

None.


                                      -22-
<PAGE>



                                   SCHEDULE 2
                                   ----------

                     PLEDGED SHARES AND PLEDGED INDEBTEDNESS
<TABLE>
<CAPTION>

----------------------------- --------------- --------------- ------------ ------------------- -----------------------
       Pledged Entity            Class of      Certificate     Par Value    Number of Shares       Percentage of
                              Capital Stock       No.(s)                      or Interests     Outstanding Shares or
                                                                                                     Interests

----------------------------- --------------- --------------- ------------ ------------------- -----------------------
<S>                            <C>            <C>             <C>          <C>                 <C>
   Savvis Communications          Common           R 41       $0.001 per       1,606,662                100%
   Corporation (Missouri)                                        share
----------------------------- --------------- --------------- ------------ ------------------- -----------------------
   Savvis Communications          Common            1          $1.00 per          100                   100%
    International, Inc.                                          share
         (Delaware)
----------------------------- --------------- --------------- ------------ ------------------- -----------------------
Yipes Communications Group,      Series C         PC-33         $0.0001         153,846              not known
      Inc. (Delaware)           Preferred                      per share
                                  Stock

----------------------------- --------------- --------------- ------------ ------------------- -----------------------
</TABLE>





                                      -23-
<PAGE>


                                    EXHIBIT A
                                    ---------

                                FORM OF AMENDMENT







                                      -24-
<PAGE>

                          AMENDMENT TO PLEDGE AGREEMENT
                          -----------------------------

         This Amendment, dated ______________, ______ is delivered pursuant to
Section 4.6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Amendment may be attached to that certain Pledge Agreement,
dated as of ____________, 2002 (the "Pledge Agreement"), between the undersigned
and General Electric Capital Corporation, as Secured Party, and that the Capital
Stock listed on Schedule 1 annexed hereto shall be and become part of the
Collateral referred to in the Pledge Agreement and shall secure payment and
performance of all Obligations as provided in the Pledge Agreement.

         Capitalized terms used herein but not defined herein shall have the
meanings therefor provided in the Pledge Agreement.

                                     SAVVIS COMMUNICATIONS CORPORATION,
                                     a Missouri corporation


                                     By:  ____________________________
                                     Name:  __________________________
                                     Title:  _________________________




                                       1
<PAGE>

                                   Schedule 1
                                       to
                          Amendment to Pledge Agreement
                          -----------------------------

PART A
<TABLE>
<CAPTION>

--------------------- -------------------- ----------------- --------------- ------------------- ---------------------
                                                                                 Number of          Percentage of
      Pledged              Class of          Certificate                         Shares or        Outstanding Shares
       Entity            Capital Stock          No(s).         Par Value         Interests           or Interests
--------------------- -------------------- ----------------- --------------- ------------------- ---------------------
<S>                    <C>                 <C>                <C>            <C>                  <C>
--------------------- -------------------- ----------------- --------------- ------------------- ---------------------

--------------------- -------------------- ----------------- --------------- ------------------- ---------------------

--------------------- -------------------- ----------------- --------------- ------------------- ---------------------

--------------------- -------------------- ----------------- --------------- ------------------- ---------------------

--------------------- -------------------- ----------------- --------------- ------------------- ---------------------
</TABLE>



PART B
<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        Pledged             Initial Principal            Issue                 Maturity               Interest
         Entity                  Amount                   Date                   Date                   Rate
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                     <C>                     <C>                   <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>




                                       1

</TEXT>
</DOCUMENT>
