EXHIBIT 10.7
AMENDED AND RESTATED SECURITY AGREEMENT
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This SECURITY AGREEMENT, is dated as of November 10, 1998, and made by
KSMS-TV, INC., a Delaware corporation, TIERRA ALTA BROADCASTING, INC., a
Delaware corporation, CABRILLO BROADCASTING CORPORATION, a California
corporation, GOLDEN HILLS BROADCASTING CORPORATION, a Delaware corporation, LAS
TRES PALMAS CORPORATION, a Delaware corporation, VALLEY CHANNEL 48, INC., a
Texas corporation, TELECORPUS, INC., a Texas corporation, and ENTRAVISION
COMMUNICATIONS COMPANY, L.L.C., a Delaware limited liability company (each a
"Grantor", and collectively, the "Grantors"), whose obligations hereunder shall
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be joint and several, in favor of UNION BANK OF CALIFORNIA, N.A., a national
banking association, as agent (the "Agent") for the Lenders (as defined in the
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Credit Agreement referred to below, the "Lenders").
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RECITALS
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A. Certain Grantors previously executed that certain Security Agreement
dated as of December 31, 1996 in favor of Agent and the lenders referred to
therein (the "Original Security Agreement"). The Original Security Agreement
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was executed in connection with that certain Credit Agreement dated as of
December 31, 1996 among such Grantors, such lenders and the Agent, as amended
(the "Original Credit Agreement").
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B. In connection herewith, the Original Credit Agreement is being amended
and restated pursuant to an Amended and Restated Credit Agreement dated as of
even date herewith (said Agreement, as it may hereafter be amended, modified or
restated from time to time, being called the "Credit Agreement") among the
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Grantors, the Lenders and the Agent.
C. It is a condition precedent to the extension of credit by the Lenders
under the Credit Agreement that each Grantor shall have executed and delivered
this Agreement.
D. Terms defined in the Credit Agreement and not otherwise defined herein
have the same respective meanings when used herein, and the rules of
interpretation set forth in Section 1.2 of the Credit Agreement are incorporated
herein by reference.
Accordingly, each of the parties hereto agrees that the Original Security
Agreement shall be amended, restated and continued on the following terms:
AGREEMENT
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NOW, THEREFORE, in order to induce the Lenders to enter into the Credit
Agreement and for other good and valuable consideration, the receipt and
adequacy of which hereby is acknowledged, each Grantor hereby represents,
warrants, covenants, agrees, assigns and grants as follows:
1. Definitions. Unless the context otherwise requires, terms defined in
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the Uniform Commercial Code of the State of California (the "Uniform Commercial
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Code") and not
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otherwise defined in this Agreement or in the Credit Agreement shall have
the meanings defined for those terms in the Uniform Commercial Code. In
addition, the following terms shall have the meanings respectively set forth
after each:
"Certificates" means all certificates, instruments and other documents now
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or hereafter representing or evidencing any Pledged Securities or any Pledged
Limited Liability Company Interests.
"Collateral" means and includes all present and future right, title and
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interest of each Grantor in or to any personal property or assets whatsoever,
whether now owned or existing or hereafter arising or acquired and wheresoever
located, and all rights and powers of each Grantor to transfer any interest in
or to any personal property or assets whatsoever, including, without limitation,
any and all of the following personal property:
(a) All present and future accounts, accounts receivable, agreements,
guarantees, contracts (including without limitation the Material
Contracts), leases, licenses (including without limitation all licenses of
transmitters, transmitter towers and related equipment), contract rights
and rights to payment (collectively, the "Accounts"), together with all
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instruments, documents, chattel paper, security agreements, guaranties,
undertakings, surety bonds, insurance policies, notes and drafts, and all
forms of obligations owing to any Grantor or in which any Grantor may have
any interest, however created or arising;
(b) All present and future general intangibles, including without
limitation the proprietary rights of any Grantor in all Media Licenses
(including without limitation the FCC licenses for the Stations described
in Schedule 3.9 attached to the Credit Agreement and including, without
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limitation, goodwill, going concern value, all of any Grantor's rights
under or relating to any Media License and the proceeds of any Media
License and the right to receive money or other consideration upon the
sale, assignment or transfer of any Media License; provided, however, that
the Collateral does not include at any time any license granted by the FCC
to the extent, but only to the extent, that a Grantor is prohibited at that
time from granting a security interest therein pursuant to the
Communications Act of 1934, as amended, and the policies and regulations
promulgated thereunder, but includes, to the maximum extent permitted by
law, all rights incident or appurtenant to such Media License and the
rights to receive all proceeds derived from or in connection with the sale,
assignment or transfer of such Media License), all tax refunds of every
kind and nature to which any Grantor now or hereafter may become entitled,
however arising, all other refunds, all commitments to extend financing to
any Grantor, and all deposits, goodwill, choses in action, trade secrets,
computer programs, software, customer lists, trademarks, trade names,
patents, licenses, copyrights, technology, processes, proprietary
information and insurance proceeds, including, without limitation, the
Copyrights, the Patents, the Marks and the Programs, and the goodwill of
each Grantor's business connected with and symbolized by the Marks;
(c) All present and future demand, time, savings, passbook, deposit
and like accounts (general or special) (collectively, the "Deposit
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Accounts") in which any Grantor has any interest which are maintained with
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any bank, savings and loan association, credit
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union or like organization, including, without limitation, each account
listed on Schedule D attached hereto and made a part hereof, and all money,
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cash and cash equivalents of any Grantor, whether or not deposited in any
Deposit Account;
(d) All present and future books and records, including, without
limitation, books of account and ledgers of every kind and nature, all
electronically recorded data relating to any Grantor or the business
thereof, all receptacles and containers for such records, and all files and
correspondence;
(e) All present and future goods, including, without limitation, all
equipment, machinery, cameras, recording equipment, transmitters,
transmitting towers, broadcasting equipment, videotapes, audio tapes and
other recorded media, tools, molds, dies, furniture, furnishings, fixtures,
trade fixtures, motor vehicles and all other goods used in connection with
or in the conduct of any Grantor's business, including, but not limited to,
all goods as defined in Section 9-109(2) of the Uniform Commercial Code
(collectively, the "Equipment");
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(f) All present and future inventory and merchandise, including,
without limitation, all present and future goods held for sale or lease or
to be furnished under a contract of service, all videotapes, audio tapes
and other recorded media, all raw materials, work in process and finished
goods, all packing materials, supplies and containers relating to or used
in connection with any of the foregoing, and all bills of lading, warehouse
receipts and documents of title relating to any of the foregoing
(collectively, the "Inventory");
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(g) All present and future stocks, bonds, debentures, securities,
subscription rights, options, warrants, puts, calls, certificates,
partnership interests, limited liability company interests, joint venture
interests and investment and/or brokerage accounts, including without
limitation the Certificates, the Pledged Securities, the Pledged
Partnership Interests and the Pledged Limited Liability Company Interests,
and all rights, preferences, privileges, dividends, distributions (in cash
or in kind), redemption payments or liquidation payments with respect
thereto;
(h) All present and future accessions, appurtenances, components,
repairs, repair parts, spare parts, replacements, substitutions, additions,
issue and/or improvements to or of or with respect to any of the foregoing;
(i) All other tangible and intangible personal property of any
Grantor;
(j) All rights, remedies, powers and/or privileges of any Grantor
with respect to any of the foregoing; and
(k) Any and all proceeds and products of the foregoing, including
without limitation, all money, accounts, general intangibles, deposit
accounts, documents, instruments, chattel paper, goods, insurance proceeds
and any other tangible or intangible property received upon the sale or
disposition of any of the foregoing.
"Copyrights" means all:
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(i) copyrights, whether or not published or registered under the
Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the same shall be
amended from time to time, and any predecessor or successor statute thereto
(the "Copyright Act"), and applications for registration of copyrights, and
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all works of authorship and other intellectual property rights therein,
including, without limitation, copyrights for computer programs, source
code and object code data bases and related materials and documentation and
including, without limitation, the registered copyrights and copyright
applications listed on Schedule 3.5A attached to the Credit Agreement (as
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such Schedule may be supplemented from time to time in accordance with the
terms of the Credit Agreement), and (a) all renewals, revisions, derivative
works, enhancements, modifications, updates, new releases and other
revisions thereof, (b) all income, royalties, damages and payments now and
hereafter due and/or payable with respect thereto, including, without
limitation, payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements
thereof, (c) the right to xxx for past, present and future infringements
thereof and (d) all of each Grantor's rights corresponding thereto
throughout the world;
(ii) rights under or interests in any copyright license agreements
with any other party, whether such Grantor is a licensee or licensor under
any such license agreement, including, without limitation, the copyright
license agreements listed on Schedule 3.5A attached to the Credit Agreement
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(as such Schedule may be supplemented from time to time in accordance with
the terms of the Credit Agreement), and the right to use the foregoing in
connection with the enforcement of the Lenders' rights under the Loan
Documents; and
(iii) copyrightable materials now or hereafter owned by any Grantor,
including Programs not copyrighted, all tangible property embodying the
copyrights described in clause (i) hereof or such copyrightable materials,
and all tangible property covered by the licenses described in clause (ii)
hereof.
"Entravision" means Entravision Communications Company, L.L.C., a Delaware
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limited liability company.
"Limited Liability Company Acknowledgement" shall have the meaning ascribed
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to it in Section 4(b) of this Agreement.
"Limited Liability Company Assets" means all assets, whether tangible or
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intangible and whether real, personal or mixed (including, without limitation,
all limited liability company capital and interests in other limited liability
companies), at any time owned or represented by any Limited Liability Company
Interests.
"Limited Liability Company Interests" means the entire limited liability
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company interest at any time owned by any Grantor in any Pledged Entity.
"Limited Liability Company Notice" shall have the meaning ascribed to it in
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Section 4(b) of this Agreement.
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"Marks" means all (i) trademarks, trademark registrations, interests under
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trademark license agreements, tradenames, trademark applications, service marks,
business names, trade styles, designs, logos and other source or business
identifiers for which registrations have been issued or applied for in the
United States Patent and Trademark Office or in any other office or with any
other official anywhere in the world or which are used in the United States or
any state, territory or possession thereof, or in any other place, nation or
jurisdiction anywhere in the world including, without limitation, the
trademarks, trademark registrations, applications, service marks, business
names, trade styles, design logos and other source or business identifiers
listed on Schedule 3.5A attached to the Credit Agreement (as such Schedule may
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be supplemented from time to time in accordance with the terms of the Credit
Agreement), (ii) licenses pertaining to any such xxxx whether a Grantor is
licensor or licensee including, without limitation, the licenses listed on
Schedule 3.5A to the Credit Agreement (as such Schedule may be supplemented from
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time to time in accordance with the terms of the Credit Agreement), (iii) all
income, royalties, damages and payments now and hereafter due and/or payable
with respect to any such xxxx or any such license, including, without
limitation, damages and payments for past, present or future infringements
thereof, (iv) rights to xxx for past, present and future infringements thereof,
(v) rights corresponding thereto throughout the world, (vi) all product
specification documents and production and quality control manuals used in the
manufacture of products sold under or in connection with such marks, (vii) all
documents that reveal the name and address of all sources of supply of, and all
terms of purchase and delivery for, all materials and components used in the
production of products sold under or in connection with such marks, (viii) all
documents constituting or concerning the then current or proposed advertising
and promotion by any Grantor, its subsidiaries or licensees of products sold
under or in connection with such marks, including, without limitation, all
documents that reveal the media used or to be used and the cost for all such
advertising conducted within the described period or planned for such products
and (ix) renewals and proceeds of any of the foregoing.
"Patents" means all (i) letters patent, design patents, utility patents,
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inventions and trade secrets, all patents and patent applications in the United
States Patent and Trademark Office, and interests under patent license
agreements, including, without limitation, the inventions and improvements
described and claimed therein, including, without limitation, those patents
listed on Schedule 3.5A attached to the Credit Agreement (as such Schedule may
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be supplemented from time to time in accordance with the terms of the Credit
Agreement), (ii) licenses pertaining to any patent whether a Grantor is licensor
or licensee, (iii) income, royalties, damages and payments now and hereafter due
and/or payable under and with respect thereto, including, without limitation,
damages and payments for past, present or future infringements thereof, (iv)
rights to xxx for past, present and future infringements thereof, (v) rights
corresponding thereto throughout the world in all jurisdictions in which such
patents have been issued or applied for and (vi) the reissues, divisions,
continuations, renewals, extensions and continuations-in-part of any of the
foregoing.
"Pledged Collateral" means the Certificates, the Pledged Securities, the
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Pledged Partnership Interests and the Pledged Limited Liability Interests.
"Pledged Entity" means each limited liability company set forth in Schedule
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A attached hereto, together with any other limited liability company in which
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any Grantor may have an interest at any time.
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"Pledged Limited Liability Company Interests" means all interests in any
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Pledged Entities held by any Grantor, including, but not limited to, those
Limited Liability Company Interests identified in Schedule A attached hereto, as
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such Schedule may be supplemented from time to time in accordance with the terms
of this Agreement, including, but not limited to, (i) all the capital thereof
and its interest in all profits, losses, Limited Liability Company Assets and
other distributions in respect thereof; (ii) all other payments due or to become
due to such Grantor in respect of such Limited Liability Company Interests;
(iii) all of such Grantor's claims, rights, powers, privileges, authority,
options, security interests, liens and remedies, if any in respect of such
Limited Liability Company Interests; (iv) all of such Grantor's rights to
exercise and enforce every right, power, remedy, authority, option and privilege
relating to such Limited Liability Company Interests; and (v) all other property
hereafter delivered in substitution for or in addition to any of the foregoing
and all certificates and instruments representing or evidencing such other
property received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof.
"Pledged Partnership Interests" means all interests in any partnership or
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joint venture held by any Grantor including but not limited to those
partnerships and/or joint ventures identified in Schedule A attached hereto and
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made a part hereof, as such Schedule may be supplemented from time to time in
accordance with the terms of this Agreement, and all dividends, cash,
instruments and other properties from time to time received, to be received or
otherwise distributed in respect of or in exchange for any or all of such
interests.
"Pledged Securities" means all shares of capital stock of any issuer in
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which any Grantor has an interest, including but not limited to, those shares of
stock identified in Schedule A attached hereto, as such Schedule may be
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supplemented from time to time in accordance with the terms of this Agreement,
and all dividends, cash, instruments and other properties from time to time
received, to be received or otherwise distributed in respect of or in exchange
for any or all of such shares.
"Programs" means all (a) media broadcasting programs originating from any
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Grantor or any Affiliate of any Grantor, all other general intangibles of a like
nature, and all recordings and renewals thereof; and (b) licenses, contracts or
other agreements, whether written or oral, naming any Grantor as licensee or
licensor and providing for the grant of any right to produce, use, sell,
broadcast or rebroadcast any media or broadcasting programs.
"Secured Party" means, collectively, the Agent and the Lenders.
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2. Creation of Security Interest. Each Grantor hereby pledges to the
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Agent for the ratable benefit of the Lenders, and grants to the Agent for the
ratable benefit of the Lenders a security interest in and to, all right, title
and interest of each Grantor in and to all presently existing and hereafter
acquired Collateral. The security interest and pledge created by this Section 2
shall continue in effect so long as any Obligation (as defined below) remains
unpaid or any Commitment remains in effect or any Letter of Credit remains
outstanding.
3. Security for Obligations. This Agreement and the security interests
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granted herein secure the prompt payment, in full in cash, and full performance
of, all obligations of any Grantor now or hereafter existing under any Loan
Document, whether for principal, interest,
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fees, expenses or otherwise, including without limitation all obligations of any
Grantor now or hereafter existing under this Agreement, and all interest that
accrues (whether or not allowed) at the then applicable rate (including interest
at the rate for overdue payments described in Section 2.8(c) of the Credit
Agreement) specified in the Credit Agreement on all or any part of any of such
obligations after the filing of any petition or pleading against any Grantor for
a proceeding under any bankruptcy or related law (collectively, the
"Obligations").
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4. Delivery of Pledged Collateral.
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(a) Each Certificate shall, on (i) the Closing Date (with respect to
Certificates existing on such date) and (ii) the day on which such Certificate
shall be received or acquired by any Grantor (with respect to Certificates
received or acquired after the Closing Date), be delivered to and held by the
Agent on behalf of the Lenders and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed undated endorsements,
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Agent.
(b) With respect to each Limited Liability Company Interest, on (i) the
Closing Date (with respect to Limited Liability Company Interests existing on
such date) and (ii) the day on which any Limited Liability Company Interest
shall be acquired by any Grantor (with respect to Limited Liability Company
Interests acquired after the Closing Date), a notice in the form set forth in
Schedule F attached hereto (the "Limited Liability Company Notice") shall be
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appropriately completed and delivered to each Pledged Entity, notifying each
Pledged Entity of the existence of this Agreement, a certified copy of this
Agreement shall be delivered by each Grantor to the relevant Pledged Entity, and
each such Grantor shall have received and delivered to the Agent a copy of such
Limited Liability Company Notice, along with an acknowledgment in the form set
forth in Schedule F attached hereto (the "Limited Liability Company
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Acknowledgment"), duly executed by the relevant Pledged Entity.
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(c) Subject to any necessary prior approval of the FCC, the Agent shall
have the right, upon the occurrence and during the continuance of an Event of
Default, without notice to any Grantor, to transfer to or to direct any Grantor
or any nominee of any Grantor to register or cause to be registered in the name
of the Agent or any of its nominees any or all of the Pledged Securities or
Pledged Limited Liability Company Interests. In addition, the Agent shall have
the right at any time to exchange certificates or instruments representing or
evidencing Pledged Securities or Pledged Limited Liability Company Interests for
certificates or instruments of smaller or larger denominations.
5. Further Assurances.
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(a) At any time and from time to time at the reasonable written request of
the Agent, each Grantor shall execute and deliver to the Agent, at each
Grantor's expense, all such financing statements and other instruments,
certificates and documents (including notices to financial institutions holding
deposit accounts of each Grantor as to the security interest granted hereby) in
form and substance reasonably satisfactory to the Agent, and perform all such
other acts as shall be necessary or reasonably desirable to fully perfect or
protect or maintain, when filed, recorded, delivered or performed, the Secured
Party's security interests granted pursuant to
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this Agreement or to enable the Lenders to exercise and enforce their rights and
remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, each Grantor shall: (i) at the request of the
Agent, xxxx conspicuously each document included in the Inventory and each other
contract relating to the Accounts, and all chattel paper, instruments and other
documents and each of its records pertaining to the Collateral with a legend, in
form and substance satisfactory to the Agent, indicating that such document,
contract, chattel paper, instrument or Collateral is subject to the security
interest granted hereby; (ii) at the request of the Agent, if any Account or
contract or other writing relating thereto shall be evidenced by a promissory
note or other instrument, deliver and pledge to the Agent, for the ratable
benefit of the Lenders, such note or other instrument duly endorsed and
accompanied by duly executed undated instruments of transfer or assignment, all
in form and substance reasonably satisfactory to the Agent; (iii) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the Agent
may reasonably request, in order to perfect and preserve, with the required
priority, the security interests granted, or purported to be granted hereby;
(iv) upon any Grantor's registration, or application therefor, of any copyright
under the Copyright Act, at the Agent's request execute and deliver to the Agent
for recordation and filing in the United States Copyright Office a copy of this
Agreement or another appropriate copyright mortgage document in form and
substance reasonably satisfactory to the Agent; (v) upon any Grantor's
registration, or application therefor, of any Patent or Xxxx, execute and
deliver to the Agent for recordation and filing in the United States Patent and
Trademark Office a copy of this Agreement or another appropriate patent or
trademark mortgage document, as applicable, in form and substance reasonably
satisfactory to the Agent; and (vi) with respect to any Material Contract in
which any Grantor now has or hereafter acquires an interest which by its terms
prohibits assignment, each Grantor will use its best efforts to procure the
consent of the counterparty to such contract (a "Consent") in form and substance
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reasonably satisfactory to the Agent.
(b) At any time and from time to time, the Agent shall be entitled to file
and/or record any or all such financing statements, instruments and documents
held by it, and any or all such further financing statements, documents and
instruments, relative to the Collateral or any part thereof in each instance,
and to take all such other actions as the Agent may reasonably deem appropriate
to perfect and to maintain perfected the security interests granted herein.
(c) Each Grantor hereby authorizes the Agent to file one or more financing
or continuation statements, and amendments thereto, relative to all or any part
of the Collateral without the signature of any Grantor where permitted by law. A
carbon, photographic or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.
(d) Each Grantor shall furnish to the Agent from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Agent may reasonably request.
Upon a Grantor's publication or registration, or application for registration,
of any copyright under the Copyright Act, such Grantor shall, in addition to all
other acts required to be performed in respect thereof pursuant to this
Agreement, supplement Schedule 3.5A to the Credit Agreement to reflect the
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publication or registration of such copyright or application therefor. Upon a
Grantor's obtaining any rights and interests in any additional Marks, such
Grantor shall, in addition to all other acts required to be
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performed in respect thereof pursuant to this Agreement, supplement Schedule
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3.5A to the Credit Agreement to reflect such additional Marks. Upon a Grantor's
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obtaining any rights and interests in any additional Patents, such Grantor
shall, in addition to all other acts required to be performed in respect thereof
pursuant to this Agreement, supplement Schedule 3.5A to the Credit Agreement to
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reflect such additional Patents. Upon a Grantor's receipt or acquisition of any
additional shares of capital stock of any Person or any additional partnership
interests in any partnership or joint venture, such Grantor shall, in addition
to all other acts required to be performed in respect thereof pursuant to this
Agreement, supplement Schedule A attached hereto to reflect such additional
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Pledged Collateral. Upon a Grantor's receipt or acquisition of any additional
Limited Liability Company Interest, such Grantor shall, in addition to all other
acts required to be performed in respect thereof pursuant to this Agreement,
supplement Schedule A attached hereto to reflect such additional Pledged
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Collateral and, to the extent such Limited Liability Company Interest is
certificated, deliver to the Agent the certificates therefor, accompanied by
such instruments of transfer as are acceptable to the Agent.
(e) With respect to any Collateral consisting of certificates of title or
the like as to which Secured Party's security interest need be perfected by, or
the priority thereof need be assured by, notation on the certificate of title
pertaining to such Collateral, Grantors will upon demand of the Agent note the
lien on such certificate of title in favor of the Lenders.
(f) With respect to any Collateral consisting of securities, instruments,
partnership or joint venture interests, interests in limited liability
companies, or the like, each Grantor hereby consents and agrees that, upon the
occurrence and during the continuance of an Event of Default, subject to any
necessary prior approval of the FCC, the issuers of, or obligors on, any such
Collateral, or any registrar or transfer agent or trustee for any such
Collateral, shall be entitled to accept the provisions of this Agreement as
conclusive evidence of the right of the Agent to effect any transfer or exercise
any right hereunder or with respect to any such Collateral subject to the terms
hereof, notwithstanding any other notice or direction to the contrary heretofore
or hereafter given by any Grantor or any other Person to such issuers or such
obligors or to any such registrar or transfer agent or trustee.
(g) With respect to any Media Licenses:
(i) The parties acknowledge their intention that, upon the occurrence
of an Event of Default, the Agent and the Lenders shall receive, to the
fullest extent permitted by Requirements of Law (including, without
limitation, the rules and policies of the FCC), all rights necessary or
desirable to obtain, use or sell such Collateral or to have such Collateral
or rights in connection therewith sold for the benefit of the Lenders and,
in connection therewith, to assign the Media Licenses or to have the Media
Licenses assigned, to such purchaser, and to exercise all remedies
available to the Lenders under this Agreement, the other Loan Documents,
the Uniform Commercial Code and other applicable law.
(ii) The parties agree that, in the event of changes in the
Requirement of Law occurring after the date hereof that affect in any
manner the Lenders' rights of access to, or use or sale of, the Media
Licenses, or the procedures necessary to enable the Lenders to obtain such
rights of access, use or sale (including changes allowing greater access),
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the Lenders and each Grantor, upon request of any of the Lenders or the
Agent, shall amend this Agreement and the other Loan Documents in such
manner as the Lenders or the Agent shall reasonably request, in order to
provide the Lenders with such rights to the greatest extent possible
consistent with then-applicable Requirements of Law.
6. Voting Rights; Dividends; etc. Subject to any necessary prior
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approval from the FCC, so long as no Event of Default shall have occurred and be
continuing:
(a) Voting Rights. Each Grantor shall be entitled to exercise any and all
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voting and other consensual rights pertaining to the Pledged Securities, the
Pledged Partnership Interests and the Pledged Limited Liability Company
Interests (including, but not limited to, all voting, consent, administration,
management and other rights and remedies under any partnership agreement or any
limited liability company agreement or otherwise with respect to the Pledged
Securities, the Pledged Partnership Interests or the Pledged Limited Liability
Company Interests), or any part thereof, for any purpose not inconsistent with
the terms of this Agreement, the Credit Agreement or the other Loan Documents;
provided, however, that no Grantor shall exercise any such right if it would
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result in a Default.
(b) Dividend and Distribution Rights. Subject to the terms of the Credit
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Agreement, each Grantor shall be entitled to receive and to retain and use any
and all dividends or distributions paid in respect of the Pledged Securities,
the Pledged Partnership Interests or the Pledged Limited Liability Company
Interests; provided, however, that any and all
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(i) non-cash dividends or distributions in the form of capital
stock, certificated limited liability company interests, instruments or
other property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Securities, Pledged Partnership Interests
or Pledged Limited Liability Company Interests,
(ii) dividends and other distributions paid or payable in cash in
respect of any Pledged Securities, Pledged Partnership Interests or Pledged
Limited Liability Company Interests 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
(iii) cash paid, payable or otherwise distributed in redemption of, or
in exchange for, any Pledged Securities, Pledged Partnership Interests or
Pledged Limited Liability Company Interests,
shall, except as otherwise provided for in the Credit Agreement or the other
Loan Documents, forthwith be delivered to the Agent, in the case of (i) above,
to be held as Collateral and shall, if received by any Grantor, be received in
trust for the benefit of Secured Party, be segregated from the other property of
such Grantor and forthwith be delivered to the Agent as Collateral in the same
form as so received (with any necessary endorsements), and in the case of (ii)
and (iii) above, to be applied to the Obligations to the extent permitted by the
Credit Agreement or otherwise to be held as Collateral.
7. Rights as to Pledged Collateral During Event of Default. When an
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Event of Default has occurred and is continuing, subject to any necessary prior
approval of the FCC:
-10-
(a) Voting, Dividend and Distribution Rights. At the option of the Agent,
----------------------------------------
all rights of any Grantor to exercise the voting and other consensual rights
which it would otherwise be entitled to exercise pursuant to Section 6(a) above,
and to receive the dividends and distributions which it would otherwise be
authorized to receive and retain pursuant to Section 6(b) above, shall cease,
and all such rights shall thereupon become vested in the Agent who shall
thereupon have the sole right to exercise such voting and other consensual
rights and to receive and to hold as Pledged Collateral such dividends and
distributions during the continuance of such Event of Default.
(b) Dividends and Distributions Held in Trust. All dividends and other
-----------------------------------------
distributions which are received by any Grantor contrary to the provisions of
Section 7(a) of this Agreement shall be received in trust for the benefit of
Secured Party, shall be segregated from other funds of such Grantor and
forthwith shall be paid over to the Agent as Collateral in the same form as so
received (with any necessary endorsements).
8. Irrevocable Proxy. Each Grantor hereby revokes all previous proxies
-----------------
with regard to the Pledged Securities and the Pledged Limited Liability Company
Interests and, subject to any necessary prior approval of the FCC, appoints the
Agent as its proxyholder and attorney-in-fact to (i) attend and vote at any and
all meetings of the shareholders of the corporation(s) which issued the Pledged
Securities (whether or not transferred into the name of the Agent), and any
adjournments thereof, held on or after the date of the giving of this proxy and
prior to the termination of this proxy and to execute any and all written
consents, waivers and ratifications of shareholders of such corporation(s)
executed on or after the date of the giving of this proxy and prior to the
termination of this proxy, with the same effect as if such Grantor had
personally attended the meetings or had personally voted its shares or had
personally signed the written consents, waivers or ratification, and (ii) to
attend and vote at any and all meetings of the members of the Pledged Entities
(whether or not such Pledged Limited Liability Company Interests are transferred
into the name of the Agent), and any adjournments thereof, held on or after the
date of the giving of this proxy and to execute any and all written consents,
waivers and ratifications of the Pledged Entities executed on or after the date
of the giving of this proxy and prior to the termination of this proxy with the
same effect as if such Grantor had personally attended the meetings or had
personally voted on its Limited Liability Company Interests or had personally
signed the consents, waivers or ratifications; provided, however, that the Agent
-------- -------
as proxyholder shall have rights hereunder only upon the occurrence and during
the continuance of an Event of Default and subject to Section 16(j) hereof. Each
Grantor hereby authorizes the Agent to substitute another Person (which Person
shall be a successor to the rights of the Agent hereunder, a nominee appointed
by the Agent to serve as proxyholder, or otherwise as approved by such Grantor
in writing, such approval not to be unreasonably withheld) as the proxyholder
and, upon the occurrence or during the continuance of any Event of Default,
hereby authorizes and directs the proxyholder to file this proxy and the
substitution instrument with the secretary of the appropriate corporation. This
proxy is coupled with an interest and is irrevocable until such time as no part
of any Commitment remains outstanding, all Obligations have been indefeasibly
paid in full and no Letter of Credit remains outstanding.
9. Copyrights.
----------
-11-
(a) Royalties. Each Grantor hereby agrees that the use by the Agent or
---------
any Lender of the Copyrights as authorized hereunder in connection with the
Agent's or the Lenders' exercise of their rights and remedies hereunder shall be
without any liability for royalties or other related charges from the Agent or
the Lenders to any Grantor.
(b) Restrictions on Future Agreements. Subject to the terms hereof and of
---------------------------------
the Credit Agreement, each Grantor shall be permitted to manage, license and
administer its Copyrights, Patents and Marks in such manner as each Grantor in
its reasonable business judgment deems desirable; provided, however, that no
-------- -------
Grantor will, without the Agent's prior written consent, (a) enter into any
copyright license agreements or (b) take any action, or permit any action to be
taken by others, including, without limitation, licensees, or fail to take any
action, which would customarily be taken by a Person in the same business and in
similar circumstances as such Grantor.
(c) Duties of Grantor. Each Grantor shall have the duty to: (i) prosecute
-----------------
diligently any copyright application included in the Copyrights, (ii) at the
request of the Agent, make application for registration of such uncopyrighted
but copyrightable material owned by such Grantor as the Agent reasonably deems
appropriate, (iii) place notices of copyright on all copyrightable property
produced or owned by such Grantor embodying the Copyrights and use diligent
reasonable efforts to have its licensees do the same and (iv) take all
reasonable action necessary to preserve and maintain all of such Grantor's
rights in the Copyrights that are or shall be necessary in the operation of such
Grantor's business, including, without limitation, making timely filings for
renewals and extensions of registered Copyrights and diligently monitoring
unauthorized use thereof. Any expenses incurred in connection with the foregoing
shall be borne by the Grantors. Neither the Agent nor the Lenders shall have any
duty with respect to the Copyrights other than to act lawfully and without gross
negligence or willful misconduct. Without limiting the generality of the
foregoing, neither the Agent nor the Lenders shall be under any obligation to
take any steps necessary to preserve rights in the Copyrights against any other
parties, but the Agent may do so at its option upon the occurrence and during
the continuance of an Event of Default, and all reasonable expenses incurred in
connection therewith shall be for the account of the Grantors and shall be added
to the Obligations.
10. Patents and Marks.
-----------------
(a) Royalties. Each Grantor hereby agrees that any rights granted
---------
hereunder to the Lenders with respect to Patents and Marks shall be applicable
to all territories in which any Grantor has the right to use such Patents and
Marks, from time to time, and without any liability for royalties or other
related charges from the Lenders to any Grantor.
(b) Restrictions on Future Agreements. No Grantor will, without the
---------------------------------
Agent's prior written consent, abandon any Patent or Xxxx in which any Grantor
now owns or hereafter acquires any rights or interests or enter into any
agreement, including, without limitation, any license agreement, which is
inconsistent with any Grantor's obligations under this Agreement, and each
Grantor further agrees that it will not take any action, or permit any action to
be taken by others subject to its control, including licensees, or fail to take
any action which would customarily be taken by a Person in the same business and
in similar circumstances as such Grantor.
-12-
(c) Duties of Grantors. Each Grantor shall have the duty to (i) prosecute
------------------
diligently any patent application or trademark application pending as of the
date hereof or thereafter until the Obligations shall have been indefeasibly
paid in full, no Commitment remains outstanding and no Letter of Credit remains
outstanding, (ii) upon the occurrence and during the continuance of an Event of
Default, make application on unpatented but patentable inventions owned by any
Grantor and on Marks, as the case may be, as the Agent reasonably deem
appropriate, (iii) file and prosecute opposition and cancellation proceedings
and (iv) take all reasonable action necessary to preserve and maintain all
rights in patent applications of the Patents and in applications for
registrations of the Marks. Any expenses incurred in connection with such
applications shall be borne by the Grantors. No Grantor shall abandon any right
to file a Patent application or Xxxx application without the consent of the
Agent. Each Grantor shall give proper statutory notice in connection with its
use of each such Xxxx to the extent necessary for the protection of each of the
Marks. Each Grantor shall notify the Agent of any suits it commences to enforce
the Patents and Marks and shall provide the Agent with copies of any documents
reasonably requested by the Agent relating to such suits.
11. Grantor's Representations and Warranties. Each Grantor represents and
----------------------------------------------------------------------
warrants as follows:
-------------------
(a) (i) The locations listed on Schedule B attached hereto and made a
----------
part hereof constitute all locations at which Inventory and/or Equipment
are located; (ii) the chief executive office of each Grantor, where each
Grantor keeps its records concerning the Collateral and the chattel paper
evidencing the Collateral, is located at the address set forth for each
Grantor on Schedule C attached hereto and made a part hereof; (iii) all
----------
records concerning any Account, any Material Contract and all originals of
all contracts and other writings which evidence any Account are located at
the addresses listed on Schedule C attached hereto; and (iv) the Grantors
----------
have exclusive possession and control of the Equipment and the Inventory.
(b) Each Grantor is the legal and beneficial owner of the Collateral
free and clear of all Liens except for Liens permitted by Section 6.3 of
the Credit Agreement. Each Grantor has the power, authority and legal right
to grant the security interests in the Collateral purported to be granted
hereby, and to execute, deliver and perform this Agreement. The pledge of
the Collateral pursuant to this Agreement creates a valid security interest
in the Collateral. Upon the filing of appropriate financing statements in
the filing offices set forth on Schedule E attached hereto, the recordation
----------
of appropriate documentation with the United States Copyright Office and
the United States Patent and Trademark Office, as applicable, the giving of
a Limited Liability Company Notice to the Pledged Entities and the delivery
to the Agent of the Certificates, as the case may be, the Secured Parties
will have a first-priority (except for any Liens or security interests
permitted under Section 6.3 of the Credit Agreement which have priority by
operation of law) perfected security interest in the Collateral.
(c) The Pledged Securities and the Pledged Limited Liability Company
Interests have been duly authorized and validly issued and are fully paid
and nonassessable.
-13-
(d) No consent of any Person, including any partner in a partnership
with respect to which any Grantor has pledged its interest as a Pledged
Partnership Interest or any member in a Pledged Entity, is required for the
pledge by any Grantor of the Collateral other than consents required under
the agreements described on Schedule 3.2 to the Credit Agreement.
------------
(e) The Pledged Securities described on Schedule A attached hereto
----------
constitute (i) all of the shares of capital stock of any Person owned by
any Grantor, (ii) that percentage of the issued and outstanding shares of
the respective issuers thereof indicated on Schedule A attached hereto, and
----------
there is no other class of shares issued and outstanding of the respective
issuers thereof except as set forth on Schedule A attached hereto, and
----------
(iii) 100% of the issued and outstanding shares of each corporate Borrower.
The Pledged Partnership Interests described on Schedule A attached hereto
----------
constitute all of the partnerships or joint ventures in which any Grantor
has an interest, and each Grantor's respective percentage interest in each
such partnership or joint venture is as set forth on such Schedule A
----------
attached hereto. The Pledged Limited Liability Company Interests described
on Schedule A attached hereto constitute all of the Limited Liability
----------
Company Interests of each Grantor and each Grantor's respective percentage
interest in each such Pledged Entity is as set forth on Schedule A attached
----------
hereto. The Pledged Limited Liability Company Interests described on
Schedule A constitute (i) 100% of the Limited Liability Company Interests
----------
owned by any Grantor, and (ii) 100% of the Limited Liability Company
interests of each Subsidiary directly owned by any Grantor (other than
Entravision Communications of Midland, LLC, with respect to which such
Pledged Limited Liability Company Interests constitute 80% of the limited
liability company interests thereof).
(f) Subject to Section 16(j) hereof, no authorization, approval or
other action by, and no notice to or filing with, any Governmental
Authority (other than such authorizations, approvals and other actions as
have already been taken and are in full force and effect) is required (A)
for the pledge of the Collateral or the grant of the security interest in
the Collateral by the Grantors hereby or for the execution, delivery or
performance of this Agreement by the Grantors, or (B) for the exercise by
the Agent of the voting rights in the Pledged Securities, the Pledged
Partnership Interests and the Pledged Limited Liability Company Interests
or of any other rights or remedies in respect of the Collateral hereunder
except as may be required in connection with any disposition of Collateral
consisting of securities by laws affecting the offering and sale of
securities generally.
(g) No Grantor now owns, is a licensee of, or has applied for any
Patents. No Grantor owns, is a licensee of, or has applied for any Marks,
other than those set forth on Schedule 3.5A to the Credit Agreement, none
of which have been registered with, or for which an application for
registration has been made with, any Governmental Authority.
(h) No Grantor now owns, is a licensee of, or has applied for any
Copyrights.
(i) The deposit accounts listed on Schedule D attached hereto and
----------
made a part hereof constitute all deposit accounts maintained by any
Grantor (other than any payroll
-14-
or other operating account having a balance not greater than $250,000 at
any time (and provided that such excluded accounts shall not at any time
have an aggregate balance in excess of $2,000,000).
(j) None of the Material Contracts contains provisions prohibiting
the assignment thereof by Grantor to Lenders which has not been waived by
the counterparty thereto pursuant to a Consent.
12. Grantor's Covenants. In addition to the other covenants and
-------------------
agreements set forth herein and in the other Loan Documents, each Grantor
covenants and agrees as follows:
(a) Each Grantor will pay, prior to delinquency, all taxes, charges,
Liens and assessments against the Collateral owned by it, except those with
respect to which the amount or validity is being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided on the books of such Grantor.
(b) The Collateral will not be used in violation of any material law,
regulation or ordinance or any Requirement of Law applicable to the Grantor
owning it, nor used in any way that will void or impair any insurance
required to be carried in connection therewith.
(c) Each Grantor will keep the Collateral in reasonably good repair,
working order and operating condition (normal wear and tear excluded), and
from time to time make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto and, as appropriate and
applicable, will otherwise deal with the Collateral in all such ways as are
considered customary practice by owners of like property.
(d) Each Grantor will take all reasonable steps to preserve and
protect the Collateral.
(e) Each Grantor will maintain all insurance coverage required
pursuant to the Loan Documents.
(f) Each Grantor will promptly notify the Agent in writing in the
event of any material damage to the Collateral from any source whatsoever.
(g) None of the Grantors will (i) establish any location of Inventory
or Equipment not listed on Schedule B hereto, (ii) move its principal place
----------
of business, chief executive offices or any other office listed on Schedule
--------
C hereto or (iii) adopt, use or conduct business under any trade name or
-
other corporate or fictitious name not disclosed on Schedule 3.5C to the
-------------
Credit Agreement hereto, except upon not less than 30 days prior notice to
the Agent and each Grantor's prior compliance with all applicable
requirements of Section 5 hereof necessary to perfect the Lender's security
interest hereunder.
(h) No Grantor shall withdraw as a member of any Pledged Entity, or
file or pursue or take any action which may, directly or indirectly, cause
a dissolution or
-15-
liquidation of or with respect to any Pledged Entity or seek a partition of
any property of any Pledged Entity.
(i) Subject to the provisions of Section 16(j) hereof, each Grantor
agrees to take any action which the Agent may reasonably request in order
to obtain from the FCC such approval as may be necessary to enable the
Lenders to exercise and enjoy the full rights and benefits granted to them
by this Agreement, including the use of each Grantor's best efforts to
assist in obtaining the approval of the FCC for any action or transaction
contemplated by this Agreement for which such approval is required by law.
13. Agent's Rights Regarding Collateral. At any time and from time to
-----------------------------------
time, the Agent (for the benefit of Secured Party) may, to the extent necessary
or desirable to protect the security hereunder, but the Agent shall not be
obligated to: (a) (whether or not a Default has occurred) itself or through its
representatives, at its own expense, upon reasonable notice and at such
reasonable times during usual business hours, visit and inspect any Grantor's
properties and examine and make abstracts from any of its books and records at
any reasonable time and as often as may reasonably be desired and discuss the
business, operations, properties and financial and other condition of any
Grantor and its Subsidiaries with officers and employees of any Grantor and its
Subsidiaries and with its Accountants or (b) if a Default has occurred and is
continuing, at the expense of each Grantor, perform any obligation of such
Grantor under this Agreement. At any time and from time to time, at the expense
of each Grantor, the Agent (for the benefit of Secured Party) may, to the extent
necessary or desirable to protect the security hereunder, but the Agent shall
not be obligated to: (i) notify obligors on the Collateral that the Collateral
has been assigned as security to the Agent for the benefit of Secured Party;
(ii) at any time and from time to time request from obligors on the Collateral,
in the name of each Grantor or in the name of each Secured Party, information
concerning the Collateral and the amounts owing thereon; and (iii) after an
Event of Default has occurred and is continuing, direct obligors under the
contracts included in the Collateral to which any Grantor is party to direct
their performance to the Agent or the Lenders. Each Grantor shall keep proper
books and records and accounts in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all material
dealings and transactions pertaining to the Collateral. The Agent shall at all
reasonable times on reasonable notice have full access to and the right to audit
any and all of any Grantor's books and records pertaining to the Collateral, and
to confirm and verify the value of the Collateral. Neither the Agent nor the
Lenders shall be under any duty or obligation whatsoever to take any action to
preserve any rights of or against any prior or other parties in connection with
the Collateral, to exercise any voting rights or managerial rights with respect
to any Collateral or to make or give any presentments for payment, demands for
performance, notices of non-performance, protests, notices of protest, notices
of dishonor or notices of any other nature whatsoever in connection with the
Collateral or the Obligations. Neither the Agent nor the Lenders shall be under
any duty or obligation whatsoever to take any action to protect or preserve the
Collateral or any rights of any Grantor therein, or to make collections or
enforce payment thereon, or to participate in any foreclosure or other
proceeding in connection therewith. Nothing contained herein or in any Consent
shall constitute an assumption by the Lenders of any of Grantors' obligations
under the contracts assigned hereunder unless the Agent shall have given written
notice to the counterparty to such assigned contract of the Lenders' intention
to assume such contract. Each Grantor shall continue to be liable for
performance of its obligations under such contracts.
-16-
Nothing contained herein shall be construed to make the Agent or any Lender
liable as a member of any Pledged Entity or partner in any partnership with
respect to which any Grantor has pledged its interest as a Pledged Limited
Liability Company Interest or a Pledged Partnership Interest, and the Agent or
any Lenders by virtue of this Agreement or otherwise (except as referred to in
the following sentence) shall not have any of the duties, obligations or
liabilities of a member of any Pledged Entity or partner in such partnership.
The parties hereto expressly agree that, unless the Agent shall become the
absolute owner of a Pledged Limited Liability Company Interest or Pledged
Partnership Interest pursuant hereto, this Agreement shall not be construed as
creating a partnership or joint venture among the Agent, any Lender and/or any
Grantor. Except as provided in the immediately preceding sentence, the Agent, by
accepting this Agreement, did not intend to become a member of any Pledged
Entity or partner in any partnership with respect to which any Grantor has
pledged its interest as a Pledged Limited Liability Company Interest or a
Pledged Partnership Interest, or otherwise be deemed to be a co-venturer with
respect to any Grantor or any Pledged Entity or partner in any such partnership,
either before or after an Event of Default shall have occurred.
14. Collections on the Collateral. Except as provided to the contrary in
-----------------------------
the Credit Agreement, each Grantor shall have the right to use and to continue
to make collections on and receive dividends and other proceeds of all of the
Collateral in the ordinary course of business so long as no Event of Default
shall have occurred and be continuing. Upon the occurrence and during the
continuance of an Event of Default, at the option of the Agent, each Grantor's
right to make collections on and receive dividends and other proceeds of the
Collateral and to use or dispose of such collections and proceeds shall
terminate, and any and all dividends, proceeds and collections, including all
partial or total prepayments, then held or thereafter received on or on account
of the Collateral will be held or received by each such Grantor in trust for
Secured Party and immediately delivered in kind to the Agent (duly endorsed to
the Agent, if required), to be applied to the Obligations or held as Collateral,
as the Agent shall elect. Upon the occurrence and during the continuance of an
Event of Default, the Agent shall have the right at all times to receive,
receipt for, endorse, assign, deposit and deliver, in the name of the Agent or
the Lenders or in the name of any Grantor, any and all checks, notes, drafts and
other instruments for the payment of money constituting proceeds of or otherwise
relating to the Collateral; and each Grantor hereby authorizes the Agent to
affix, by facsimile signature or otherwise, the general or special endorsement
of any Grantor, in such manner as the Agent shall deem advisable, to any such
instrument in the event the same has been delivered to or obtained by the Agent
without appropriate endorsement, and the Agent and any collecting bank are
hereby authorized to consider such endorsement to be a sufficient, valid and
effective endorsement by such Grantor, to the same extent as though it were
manually executed by the duly authorized representative of such Grantor,
regardless of by whom or under what circumstances or by what authority such
endorsement actually is affixed, without duty of inquiry or responsibility as to
such matters, and each Grantor hereby expressly waives demand, presentment,
protest and notice of protest or dishonor and all other notices of every kind
and nature with respect to any such instrument.
15. Possession of Collateral by Agent. All the Collateral now, heretofore
---------------------------------
or hereafter delivered to the Agent shall be held by the Agent in its
possession, custody and control. Any or all of the Collateral delivered to the
Agent constituting cash or cash equivalents shall, prior to the occurrence of
any Event of Default, be held in an interest-bearing account with one or more of
the Lenders, and shall be, upon request of the Grantor owning it, invested in
investments
-17-
permitted by Section 6.7(c) of the Credit Agreement. Nothing herein shall
obligate Agent to obtain any particular return thereon. Upon the occurrence and
during the continuance of an Event of Default, whenever any of the Collateral is
in the Agent's possession, custody or control, the Agent may use, operate and
consume the Collateral, whether for the purpose of preserving and/or protecting
the Collateral, or for the purpose of performing any of such Grantor's
obligations with respect thereto, or otherwise, and, subject to the terms of
Section 9.7 of the Credit Agreement, any or all of the Collateral delivered to
the Agent constituting cash or cash equivalents shall be applied by the Agent to
payment of the Obligations to the extent permitted by the terms of the Credit
Agreement or otherwise held as Collateral as the Agent shall elect. The Agent
may at any time deliver or redeliver the Collateral or any part thereof to such
Grantor, and the receipt of any of the same by such Grantor shall be complete
and full acquittance for the Collateral so delivered, and the Agent thereafter
shall be discharged from any liability or responsibility arising after such
delivery to such Grantor. So long as the Agent exercises reasonable care with
respect to any Collateral in its possession, custody or control, neither the
Agent nor the Lenders shall have any liability for any loss of or damage to any
Collateral, and in no event shall the Agent or the Lenders have liability for
any diminution in value of Collateral occasioned by economic or market
conditions or events, absent the gross negligence or willful misconduct of the
Agent or any of the Lenders. The Agent shall be deemed to have exercised
reasonable care within the meaning of the preceding sentence if the Collateral
in the possession, custody or control of the Agent is accorded treatment
substantially equal to that which the Agent accords similar property for its own
account, it being understood that neither the Agent nor the Lenders shall have
any responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to any
Collateral, whether or not the Agent or any Lender has or is deemed to have
knowledge of such matters, or (b) taking any necessary steps to preserve rights
against any Person with respect to any Collateral.
16. Remedies.
--------
(a) Rights Upon Event of Default. Upon the occurrence and during the
----------------------------
continuance of an Event of Default, each Grantor shall be in default hereunder
and the Agent for the benefit of the Secured Party shall have, in any
jurisdiction where enforcement is sought, in addition to all other rights and
remedies that the Agent on behalf of Secured Party may have under this Agreement
and under applicable laws or in equity, all rights and remedies of a secured
party under the Uniform Commercial Code as enacted in any such jurisdiction in
effect at that time, and in addition the following rights and remedies, all of
which may be exercised with or without further notice to any Grantor except such
notice as may be specifically required by applicable law: (a) to foreclose the
Liens and security interests created hereunder or under any other Loan Document
by any available judicial procedure or without judicial process; (b) to enter
any premises where any Collateral may be located for the purpose of securing,
protecting, inventorying, appraising, inspecting, repairing, preserving,
storing, preparing, processing, taking possession of or removing the same; (c)
to sell, assign, lease or otherwise dispose of any Collateral or any part
thereof, either at public or private sale or at any broker's board, in lot or in
bulk, for cash, on credit or otherwise, with or without representations or
warranties and upon such terms as shall be commercially reasonable; (d) to
notify obligors on the Collateral that the Collateral has been assigned to the
Agent for the benefit of Secured Party and that all payments thereon, or
performance with respect thereto, are to be made directly and exclusively to the
Agent for the account of Secured Party; (e) to collect by legal proceedings or
otherwise all
-18-
dividends, distributions, interest, principal or other sums now or hereafter
payable upon or on account of the Collateral; (f) to enter into any extension,
reorganization, disposition, merger or consolidation agreement, or any other
agreement relating to or affecting the Collateral, and in connection therewith
the Agent may deposit or surrender control of the Collateral and/or accept other
property in exchange for the Collateral as the Agent reasonably deems
appropriate and is commercially reasonable; (g) to settle, compromise or
release, on terms acceptable to the Agent, in whole or in part, any amounts
owing on the Collateral and/or any disputes with respect thereto; (h) to extend
the time of payment, make allowances and adjustments and issue credits in
connection with the Collateral in the name of the Agent for the benefit of
Secured Party or in the name of any Grantor; (i) to enforce payment and
prosecute any action or proceeding with respect to any or all of the Collateral
and take or bring, in the name of Secured Party or in the name of any Grantor,
any and all steps, actions, suits or proceedings deemed necessary or reasonably
desirable by the Agent to effect collection of or to realize upon the
Collateral, including any judicial or nonjudicial foreclosure thereof or
thereon, and each Grantor specifically consents to any nonjudicial foreclosure
of any or all of the Collateral or any other action taken by the Lenders which
may release any obligor from personal liability on any of the Collateral, and
each Grantor waives (such waiver not to affect the Agent's agreement to give
notice of sale in certain circumstances pursuant to Section 16(d)), to the
extent permitted by applicable law, any right to receive notice of any public or
private judicial or nonjudicial sale or foreclosure of any security or any of
the Collateral, and any money or other property received by the Agent in
exchange for or on account of the Collateral, whether representing collections
or proceeds of Collateral, and whether resulting from voluntary payments or
foreclosure proceedings or other legal action taken by Agent or any Grantor may
be applied by the Agent, without notice to any Grantor, to the Obligations in
such order and manner as the Agent in its sole discretion shall determine; (j)
to insure, protect and preserve the Collateral; (k) to exercise all rights,
remedies, powers or privileges provided under any of the Loan Documents; and (l)
to remove, from any premises where the same may be located, the Collateral and
any and all documents, instruments, files and records, and any receptacles and
cabinets containing the same, relating to the Collateral, and the Agent may, at
the cost and expense of each Grantor, use such of its supplies, equipment,
facilities and space at its places of business as may be necessary or
appropriate to properly administer, process, store, control, prepare for sale or
disposition and/or sell or dispose of the Collateral or to properly administer
and control the handling of collections and realizations thereon, and the Agent
shall be deemed to have a rent-free tenancy of any premises of each Grantor for
such purposes and for such periods of time as reasonably required by the Agent.
Each Grantor will, at the Agent's request, assemble the Collateral and make it
available to the Agent at places which the Agent may designate, whether at the
premises of any Grantor or elsewhere, and will make available to the Agent, free
of cost, all premises, equipment and facilities of any Grantor for the purpose
of the Agent's taking possession of the Collateral or storing the same or
removing or putting the Collateral in salable form or selling or disposing of
the same.
Nothing herein contained shall be construed to give the Agent or the
Lenders or any purchaser of the Collateral the right to operate any of the
Stations without the prior consent of the FCC, to the extent required by law or
the terms of any Media License.
(b) Possession by Agent. Upon the occurrence and during the continuance
-------------------
of an Event of Default, the Agent also shall have the right, without notice or
demand (other than any
-19-
notice required by Section 7 of the Credit Agreement), either in person, by
agent or by a receiver to be appointed by a court in accordance with the
provisions of applicable law (and each Grantor hereby expressly consents, to the
fullest extent permitted by applicable law, upon the occurrence and during the
continuance of an Event of Default to the appointment of such a receiver), and,
to the extent permitted by applicable law, without regard to the adequacy of any
security for the Obligations, to take possession of the Collateral or any part
thereof and to collect and receive the rents, issues, profits, income and
proceeds thereof. The taking possession of the Collateral by the Agent shall not
cure or waive any Event of Default or notice thereof or invalidate any act done
pursuant to such notice. The rights, remedies and powers of any receiver
appointed by a court shall be as ordered by said court.
(c) Sale of Collateral. Any public or private sale or other disposition
------------------
of the Collateral may be held at any office of Agent, or at any Grantor's place
of business, or at any other place permitted by applicable law, and without the
necessity of the Collateral's being within the view of prospective purchasers.
The Agent may direct the order and manner of sale of the Collateral, or portions
thereof, as it in its sole and absolute discretion may determine provided such
sale is commercially reasonable, and each Grantor expressly waives, to the
extent permitted by applicable law, any right to direct the order and manner of
sale of any Collateral. The Agent or any Person acting on the Agent's behalf may
bid and purchase at any such sale or other disposition. In addition to the other
rights of the Agent and the Lenders hereunder, each Grantor hereby grants to the
Agent and the Lenders a license or other right to use, without charge, any
Grantor's labels, copyrights, patents, rights of use of any name, trade names,
trademarks and advertising matter, or any property of a similar nature,
including, without limitation, the Copyrights, the Patents and the Marks in
advertising for sale and selling any Collateral.
(d) Notice of Sale. Unless the Collateral is perishable or threatens to
--------------
decline speedily in value or is of a type customarily sold on a recognized
market, the Agent will give each Grantor reasonable notice of the time and place
of any public sale thereof or of the time on or after which any private sale
thereof is to be made. The requirement of reasonable notice conclusively shall
be met if such notice is mailed, certified mail, postage prepaid, to each
Grantor at its address set forth on the signature page hereto or delivered or
otherwise sent to each Grantor, at least five (5) Business Days before the date
of the sale. Each Grantor expressly waives, to the fullest extent permitted by
applicable law, any right to receive notice of any public or private sale of any
Collateral or other security for the Obligations except as expressly provided
for in this paragraph. The Agent shall not be obligated to make any sale of the
Collateral if it shall determine not to do so regardless of the fact that notice
of sale of the Collateral may have been given. The Agent may, without notice or
publication, except as required by applicable law, adjourn the sale from time to
time by announcement at the time and place fixed for sale, and such sale may,
without further notice (except as required by applicable law), be made at the
time and place to which the same was so adjourned.
(e) Private Sales. With respect to any Collateral consisting of
-------------
securities, partnership interests, membership interests, joint venture interests
or the like, and whether or not any of such Collateral has been effectively
registered under the Securities Act of 1933, as amended, or other applicable
laws, the Agent may, in its sole and absolute discretion, sell all or any part
of such Collateral at private sale in such manner and under such circumstances
as the Agent may deem necessary or advisable in order that the sale may be
lawfully conducted in a commercially
-20-
reasonable manner. Without limiting the foregoing, the Agent may (i) approach
and negotiate with a limited number of potential purchasers, and (ii) restrict
the prospective bidders or purchasers to persons who will represent and agree
that they are purchasing such Collateral for their own account for investment
and not with a view to the distribution or resale thereof. In the event that any
such Collateral is sold at private sale, each Grantor agrees to the extent
permitted by applicable law that if such Collateral is sold for a price which is
commercially reasonable, then (A) none of the Grantors shall be entitled to a
credit against the Obligations in an amount in excess of the purchase price, and
(B) the Lenders shall not incur any liability or responsibility to any Grantor
in connection therewith, notwithstanding the possibility that a substantially
higher price might have been realized at a public sale. Each Grantor recognizes
that a ready market may not exist for such Collateral if it is not regularly
traded on a recognized securities exchange, and that a sale by the Agent of any
such Collateral for an amount less than a pro rata share of the fair market
value of the issuer's assets minus liabilities may be commercially reasonable in
view of the difficulties that may be encountered in attempting to sell a large
amount of such Collateral or Collateral that is privately traded.
(f) Title of Purchasers. Upon consummation of any sale of Collateral
-------------------
hereunder, the Agent on behalf of Secured Party shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Collateral so
sold. Each such purchaser at any such sale shall hold the Collateral so sold
absolutely free from any claim or right upon the part of any Grantor or any
other Person claiming through any Grantor, and each Grantor hereby waives (to
the extent permitted by applicable laws) all rights of redemption, stay and
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. If the sale of all or any
part of the Collateral is made on credit or for future delivery, the Agent shall
not be required to apply any portion of the sale price to the Obligations until
such amount actually is received by the Agent, and any Collateral so sold may be
retained by the Agent until the sale price is paid in full by the purchaser or
purchasers thereof. Secured Party shall not incur any liability in case any such
purchaser or purchasers shall fail to pay for the Collateral so sold, and, in
case of any such failure, the Collateral may be sold again.
(g) Disposition of Proceeds of Sale. The proceeds resulting from the
-------------------------------
collection, liquidation, sale or other disposition of the Collateral shall be
applied, first, to the reasonable costs and expenses (including reasonable
-----
attorneys' fees) of retaking, holding, storing, processing and preparing for
sale, selling, collecting and liquidating the Collateral, and the like; second,
------
to the satisfaction of all Obligations; and third, any surplus remaining after
-----
the satisfaction of all Obligations, provided no Commitment exists and no Letter
of Credit remains outstanding, to be paid over to Grantors or to whomsoever may
be lawfully entitled to receive such surplus.
(h) Certain Waivers. To the extent permitted by applicable law, each
---------------
Grantor waives all claims, damages and demands against the Agent and the Lenders
arising out of the repossession, retention or sale of the Collateral, or any
part or parts thereof, except to the extent any such claims, damages and awards
arise out of the gross negligence or willful misconduct of the Agent or the
Lenders.
-21-
(i) Remedies Cumulative. The rights and remedies provided under this
-------------------
Agreement are cumulative and may be exercised singly or concurrently, and are
not exclusive of any other rights and remedies provided by law or equity.
(j) Compliance with Communications Act and FCC Rules and Regulations.
----------------------------------------------------------------
(i) Notwithstanding any other provision of this Agreement, any
foreclosure on, sale, transfer or other disposition of, or the exercise of
any right to vote or consent with respect to, any of the Collateral as
provided herein or any other action taken or proposed to be taken by the
Agent hereunder which would affect the operational, voting or other control
of any entity holding a Media License shall be made in accordance with the
Communications Act of 1934, as amended, the terms of each Media License,
and any applicable rules and regulations of the FCC, including, to the
extent applicable under rules and regulations of the FCC in effect at the
time of a Default, any requirement that there be a public or private sale.
(ii) Notwithstanding anything to the contrary contained in this
Agreement, or in the Credit Agreement or the other Loan Documents or in any
other related instrument, the Agent shall not, without first obtaining any
consent or approval of the FCC, take any action pursuant to this Agreement
which would constitute or result in any change of control of a Subsidiary
holding a Media License if any such change in control would require, under
then existing law, the prior approval of the FCC.
(iii) If an Event of Default shall have occurred and be continuing,
each Grantor shall take any action which the Agent may reasonably request
in the exercise of its rights and remedies under this Agreement in order to
transfer and assign to the Agent or to one or more third parties as the
Agent may designate, or to a combination of the foregoing, the Collateral
for the purposes of a public or private sale. To enforce the provisions of
this Section 16, the Agent is empowered to request, and each Grantor agrees
to authorize, the appointment of a receiver or trustee from any court of
competent jurisdiction. Such receiver or trustee shall be instructed to
seek from the FCC (and any other Governmental Authority, if required) its
consent to an involuntary transfer of control or assignment of any Media
License or of any entity whose stock, partnership interests or other
securities are subject to this Agreement, for the purpose of seeking a bona
fide purchaser to whom such Media License or control of such entity
ultimately will be transferred or assigned in connection with a public or
private sale. Each Grantor hereby agrees to authorize (including each
Grantor's execution of any necessary or appropriate applications or other
instruments) such an involuntary transfer of control or assignment upon the
reasonable request of the receiver or trustee so appointed; and, if a
Grantor's approval is required by the court and such Grantor shall refuse
to authorize such transfer or assignment, then, to the extent permitted by
the Communications Act and the rules and regulations of the FCC in effect
at such time and provided that such Grantor has been given 5 Business Days'
prior written notice telecopied to its telecopier number set forth on the
signature page hereof and such Grantor has not responded by executing any
such applications or other instruments, the clerk of the court may execute
in the place of such Grantor any application or other instrument necessary
or appropriate for the obtaining of such consent. Upon the occurrence and
during the continuance of an Event of Default, each
-22-
Grantor shall further use its best efforts to assist in obtaining the
approval of the FCC (and that required by any other Governmental Authority)
for any action or transaction contemplated by this Agreement, including
without limitation, the preparation, execution and filing with the FCC of
the assignor's or transferor's portion of any application or applications
for consent to the assignment of any Media License or transfer of control
of any entity holding or controlling any Media License as may be necessary
or appropriate under the FCC's rules and regulations for approval of the
transfer or assignment of any portion of the Collateral or any Media
License. Each Grantor further agrees that, because of the unique nature of
its undertaking in this Section 16, the same may be specifically enforced,
and it hereby waives, and agrees to waive, any claim or defense that the
Agent or the Lenders would have an adequate remedy at law for the breach of
this undertaking and any requirement for the posting of bond or other
security. This Section 16 shall not be deemed to limit any other rights of
the Agent and the Lenders available under applicable law and consistent
with the Communications Act of 1934, as amended, and the applicable rules
and regulations of the FCC.
(k) Notice. The Agent shall use reasonable efforts to give each Grantor
------
prior written notice of the exercise of any remedy provided for herein, provided
--------
that the failure to give such notice after reasonable efforts shall not subject
the Agent or any Lender to liability and shall not affect the validity or
exercise of any remedy hereunder.
17. Agent Appointed Attorney-in-Fact. To the full extent permitted by
--------------------------------
applicable law, including the Communications Act and FCC regulations, and
subject to Section 16(j) hereof, each Grantor hereby irrevocably appoints the
Agent as such Grantor's attorney-in-fact, effective upon and during continuance
of an Event of Default, with full authority in the place and stead of such
Grantor, and in the name of such Grantor, or otherwise, from time to time, in
the Agent's sole and absolute discretion to do any of the following acts or
things: (a) to do all acts and things and to execute all documents necessary or
advisable to perfect and continue perfected the security interests created by
this Agreement and to preserve, maintain and protect the Collateral; (b) to do
any and every act which such Grantor is obligated to do under this Agreement;
(c) to prepare, sign, file and record, in such Grantor's name, any financing
statement covering the Collateral; (d) to endorse and transfer the Collateral
upon foreclosure by the Agent; (e) to grant or issue an exclusive or
nonexclusive license under the Copyrights, the Programs, the Patents or the
Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or
otherwise transfer title in or dispose of the Copyrights, the Programs, the
Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file
any claims or take any action or institute any proceedings which the Agent may
reasonably deem necessary or desirable for the protection or enforcement of any
of the rights of the Lenders with respect to any of the Copyrights, the
Programs, the Patents and the Marks; provided, however, that the Agent shall be
-------- -------
under no obligation whatsoever to take any of the foregoing actions, and neither
the Agent nor the Lenders shall have any liability or responsibility for any act
or omission (other than the Agent's or the Lenders' own gross negligence or
willful misconduct) taken with respect thereto. Each Grantor hereby agrees to
repay within 10 Business Days after demand all reasonable out-of-pocket costs
and expenses (including attorneys' fees) incurred or expended by the Agent in
exercising any right or taking any action under this Agreement.
-23-
18. Costs and Expenses. Each Grantor agrees to pay to the Agent all
------------------
reasonable costs and out-of-pocket expenses (including, without limitation,
reasonable attorneys' fees and disbursements) incurred by the Agent in the
enforcement or attempted enforcement of this Agreement, whether or not an action
is filed in connection therewith, and in connection with any waiver or amendment
of any term or provision hereof. All reasonable advances, charges, costs and
expenses, including reasonable attorneys' fees and disbursements, incurred or
paid by the Agent in exercising any right, privilege, power or remedy conferred
by this Agreement (including, without limitation, the right to perform any
Obligation of any Grantor under the Loan Documents), or in the enforcement or
attempted enforcement thereof, shall be secured hereby and shall become a part
of the Obligations and shall be due and payable to the Agent by the Grantors on
demand therefor.
19. Transfers and Other Liens. Each Grantor agrees that, except as
-------------------------
specifically permitted under the Credit Agreement or any other Loan Document, it
will not (i) sell, assign, exchange, transfer or otherwise dispose of, or
contract to sell, assign, exchange, transfer or otherwise dispose of, or grant
any option with respect to, any of the Collateral, or (ii) create or permit to
exist any Lien upon or with respect to any of the Collateral, except for Liens
in favor of the Agent for the benefit of the Lenders or otherwise permitted
under the Credit Agreement or any other Loan Document.
20. Understandings With Respect to Waivers and Consents. Each Grantor
---------------------------------------------------
warrants and agrees that each of the waivers and consents set forth herein are
made with full knowledge of their significance and consequences, with the
understanding that events giving rise to any defense or right waived may
diminish, destroy or otherwise adversely affect rights which a Grantor otherwise
may have against Secured Party or others, or against any Collateral. If any of
the waivers or consents herein are determined to be unenforceable under
applicable law, such waivers and consents shall be effective to the maximum
extent permitted by law.
21. Indemnity. Each Grantor agrees to indemnify the Agent and the Lenders
---------
from and against any and all claims, losses and liabilities growing out of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claims, losses or liabilities result
from the Agent's or the Lenders' gross negligence or willful misconduct.
22. Amendments, Etc. No amendment or waiver of any provision of this
---------------
Agreement nor consent to any departure by any Grantor herefrom (other than
supplements to the Schedules hereto in accordance with the terms of this
Agreement) shall in any event be effective unless the same shall be in writing
and made in accordance with Section 9.1 of the Credit Agreement, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
23. Notices. All notices and other communications provided for hereunder
-------
shall be given in the manner set forth in Section 9.2 of the Credit Agreement,
and if to the Agent, to the address set forth for it in Section 9.2 of the
Credit Agreement and if to any Grantor, to the address set forth for it on the
signature page hereof.
-24-
24. Continuing Security Interest: Transfer of Notes; Termination. (a)
------------------------------------------------------------
This Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until indefeasible payment in full in
cash of the Obligations and the termination or expiration of the Commitments and
the Letters of Credit, (ii) be binding upon each Grantor, its successors and
assigns and (iii) inure, together with the rights and remedies of the Lenders
hereunder, to the benefit of the Agent, any successor Agent and the Lenders,
subject to the terms and conditions of the Credit Agreement. Subject to the
terms of the Credit Agreement, any Lender may assign or otherwise transfer any
Loans, Commitments, participations in Letters of Credit or any rights in
Collateral held by it to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Agent or
Lender herein or otherwise. Nothing set forth herein or in any other Loan
Document is intended or shall be construed to give to any other party any right,
remedy or claim under, to or in respect of this Agreement or any other Loan
Document or any Collateral. A Grantor's successors and assigns shall include,
without limitation, a receiver, trustee or debtor-in-possession thereof or
therefor, provided that, except as otherwise permitted under the Credit
-------- ----
Agreement or any other Loan Document, none of the rights or obligations of any
Grantor hereunder may be assigned or otherwise transferred without the prior
written consent of the Lenders.
25. Release of Grantors. (a) This Agreement and all obligations of each
-------------------
Grantor hereunder and all security interests granted hereby shall be released
and terminated when all Obligations have been indefeasibly paid in full in cash
and when all Commitments and all Letters of Credit have expired or have
otherwise been terminated. Upon such release and termination of all Obligations
and such expiration or termination of all Commitments and all Letters of Credit
and the security interest hereunder, all rights in and to the Collateral pledged
or assigned by each Grantor hereunder shall automatically revert to such
Grantor, and the Agent and the Lenders shall return any pledged Collateral in
their possession to such Grantor, or to the Person or Persons legally entitled
thereto, and shall endorse, execute, deliver, record and file all instruments
and documents, and do all other acts and things, reasonably required for the
return of the Collateral to such Grantor, or to the Person or Persons legally
entitled thereto, and to evidence or document the release of the interests of
Secured Party arising under this Agreement, all as reasonably requested by, and
at the sole expense of, each such Grantor.
(b) The Agent agrees that if an Asset Disposition permitted under the
Credit Agreement occurs, the Agent shall release the Collateral that is the
subject of such Asset Disposition to the pledging Grantor free and clear of the
Lien and security interest under this Agreement, provided that so long as any
--------
Obligations remain outstanding under the Credit Agreement or any Commitment or
Letter of Credit remains outstanding, the Agent shall have no obligation to make
such release until arrangements reasonably satisfactory to it have been made for
delivery to it of any Net Proceeds of any Asset Disposition required to be used
to prepay the Loans pursuant to Section 2.5(a) of the Credit Agreement.
26. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT REFERENCE TO ITS
CHOICE OF LAW PROVISIONS), EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS
OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF A
-25-
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA ARE GOVERNED BY THE LAWS OF SUCH
JURISDICTION.
27. Covenant Not to Issue Uncertificated Securities. Each Grantor
-----------------------------------------------
represents and warrants to the Lenders that all of the Pledged Securities are in
certificated form (as contemplated by Article 8 of the Uniform Commercial Code),
and covenants to the Lenders that it will not permit any of its Subsidiaries
which are issuers of Pledged Securities to issue any securities in
uncertificated form or seek to convert all or any part of any Pledged Securities
into uncertificated form (as contemplated by Article 8 of the Uniform Commercial
Code).
28. Covenant Not to Dilute Interests of Secured Party in Securities. Each
---------------------------------------------------------------
Grantor represents, warrants and covenants to Secured Party that it will (i) not
at any time cause or permit any Subsidiary that is an issuer of Pledged
Securities to issue any additional capital stock or any warrant options or other
rights to acquire any additional capital stock, other than to a Grantor or as
otherwise permitted under the Credit Agreement and (ii) pledge to the Agent in
accordance with the terms hereof, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional shares of stock or other securities
of each issuer of the Pledged Securities.
29. Form of Pledged Limited Liability Interests/Covenant Not to Dilute.
------------------------------------------------------------------
Each Grantor represents, warrants and covenants to Secured Party that all of the
Pledged Limited Liability Company Interests are in the form (certificated or
uncertificated) indicated on Schedule A attached hereto (as contemplated by
----------
Article 8 of the Uniform Commercial Code), and covenants to the Lenders that it
will (i) not at any time cause or permit any Pledged Entities to issue any
additional membership interests or any other rights or options to acquire any
additional limited liability company interests, other than to a Grantor or as
otherwise permitted under the Credit Agreement, and (ii) pledge to the Agent in
accordance with the terms hereof, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional Limited Liability Company Interests
of each Pledged Entity.
30. Joint and Several Nature of Grantors' Obligations. Each Grantor
-------------------------------------------------
acknowledges that its obligations hereunder are joint and several. Each Grantor
further acknowledges that upon the occurrence and during the continuance of any
Event of Default caused by any Grantor (including any other Grantor or
Grantors), it will be in default hereunder, and the Agent for the benefit of the
Secured Party will be entitled to exercise its remedies, rights and privileges
set forth herein with respect to all or any part of any Collateral whether or
not such Collateral was pledged hereunder by the Grantor or Grantors causing
such Event of Default. Each Grantor further acknowledges that the Agent will be
entitled to seek from any one or more Grantors or add on to the Obligations all
or any part of the costs stated to be borne by any one or more Grantors
hereunder whether or not such costs were caused to be incurred by such Grantor
or Grantors from which reimbursement is sought.
31. Alternative Dispute Resolution. Section 9.12 of the Credit Agreement
------------------------------
is incorporated herein by this reference.
32. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
-26-
33. Copies of Certificates, Etc. Whenever a Grantor is required to
---------------------------
deliver notices, certificates, opinions, statements or other information
hereunder to the Agent for delivery to any Lender, it shall do so in such number
of copies as the Agent shall reasonably specify.
-27-
IN WITNESS WHEREOF, each Grantor has executed this Agreement by its duly
authorized representative(s) as of the date first written above.
GRANTORS
--------
KSMS-TV, INC.
By: /s/ Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxx/Xxxxxx X. Xxxxxxxxx
Title: President & Treasurer/Vice President
TIERRA ALTA BROADCASTING, INC.
By: /s/ Xxxxxx X .Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
CABRILLO BROADCASTING CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President & Chief Financial Officer
GOLDEN HILLS BROADCASTING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President & Treasurer
LAS TRES PALMAS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President & Treasurer
-28-
VALLEY CHANNEL 48, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: /s/ Xxxxxx X. Xxxxx
Title: Chairman & Chief Executive Officer
TELECORPUS, INC.
By: /s/ Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxx/Xxxxxx X. Xxxxxxxxx
Title: Chairman & Chief Executive Officer/President
& Chief Operating Officer
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Managing Member
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Managing Member
Address for Notices:
Entravision Communications Company, L.L.C.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention Xxxxxx X. Xxxxx
Xxxxxxxx Xxxxx
Telecopy: (000) 000-0000
-00-
XXXXX XX XXXXXXXXXX, )
) ss.
County of Los Angeles )
On October 30, 1998, before me, Xxxxxxxxx Xxxxxxx, a Notary Public in
and for the State of California, personally appeared Xxxxxx X. Xxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument, and acknowledged to me
that he or she executed the within instrument in his or her authorized capacity
and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
-------
Signature /s/ Xxxxxxxxx Xxxxxxx (Seal)
STATE OF CALIFORNIA, )
) ss.
County of Los Angeles )
On October 30, 1998, before me, Xxxxxxxxx Xxxxxxx, a Notary Public in
and for the State of California, personally appeared Xxxxxx X. Xxxxxxxxx,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument,
the person or entity upon behalf of which he or she acted executed the within
instrument.
WITNESS my hand and official seal.
-------
Signature /s/ Xxxxxxxxx Xxxxxxx (Seal)
UNION BANK CREDIT FACILITY
LIST OF SCHEDULES
AMENDED AND RESTATED SECURITY AGREEMENT
---------------------------------------
KSMS-TV, Inc.
Tierra Alta Broadcasting, Inc.
Cabrillo Broadcasting Corporation
Golden Hills Broadcasting Corporation
Las Tres Palmas Corporation
Valley Channel 48, Inc.
Telecorpus, Inc.
Entravision Communications Company, L.L.C.
------------------------------------------
ITEM
----
SCHEDULE A PLEDGED COLLATERAL
SCHEDULE B LOCATIONS OF EQUIPMENT AND INVENTORY
SCHEDULE C LOCATIONS OF BOOKS AND RECORDS FOR ALL BORROWERS
SCHEDULE D DEPOSIT ACCOUNTS
SCHEDULE E UCC FILING OFFICES
SCHEDULE F FORM OF LIMITED LIABILITY COMPANY NOTICE
SCHEDULE A
PLEDGED COLLATERAL
------------------
A. KSMS-TV, INC.
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
-------------------------- ---------------------
Entravision Communications .76%
Company, L.L.C.
B. TIERRA ALTA BROADCASTING, INC.
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
------------------------- ---------------------
Entravision Communications 8.99%
Company, L.L.C.
A-1
X. XXXXXXXX BROADCASTING CORPORATION
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
---------------------------- ---------------------
Entravision Communications 17.34%
Company, L.L.C.
D. GOLDEN HILLS BROADCASTING CORPORATION
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
---------------------------- ---------------------
Entravision Communications 7.22%
Company, L.L.C.
A-2
E. LAS TRES PALMAS CORPORATION
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
-------------------------- ---------------------
Entravision Communications .71%
Company, L.L.C.
F. VALLEY CHANNEL 48, INC., Successor-By-Merger to ENTRAVISION MERGER CORP.
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Name of Limited Percentage Membership
Liability Company Interest
-------------------------- ---------------------
Entravision Communications 34.91%
Company, L.L.C.
A-3
G. TELECORPUS, INC.
1. Pledged Securities
None
2. Pledged Partnership Interests
None
3. Pledged Limited Liability Company Interests
Percentage Membership
Name of Limited Liability Interest
--------------------------------------- ---------------------
Entravision Communications Company, L.L.C., 7.93%
a Delaware limited liability company
H. ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
1. Pledged Securities
Name of Corporation Number of Shares
--------------------------------------- ---------------------
Los Cerezos Television Company, a Delaware 1,000 shares common
corporation stock
2. Pledged Partnership Interests
None
A-4
3. Pledged Limited Liability Company Interests
A-5
Percentage Membership
Name of Limited Liability Company Interest
----------------------------------------- ------------------------
Entravision Holdings, LLC, 99.999%
a California limited liability company
Entravision-El Paso, L.L.C., 100%
a Delaware limited liability company
Entravision, L.L.C., 100%
a Delaware limited liability company
Entravision Communications of Midland, L.L.C., 80%
a Delaware limited liability company
A-6
SCHEDULE B
LOCATIONS OF EQUIPMENT AND INVENTORY
------------------------------------
ENTRAVISION: TIERRA ALTA:
----------- -----------
Entravision Communications Co., L.L.C. KINC-TV, Channel 15
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 000 Xxxxx Xxxx, Xxxxx X
Xxx Xxxxxxx, Xxxxxxxxxx 00000 Xxx Xxxxx, Xxxxxx 00000
XXXX-TV, Channel 26 KSMS-TV:
5426 North Mesa -------
Xx Xxxx, Xxxxx 00000
KSMS-TV, Channel 67
KLDO-TV, Channel 27 00 Xxxxxx Xxxxx
0000 Xxxxx Xxxxxx, #X0 Xxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx, Xxxxx 00000
LAS TRES PALMAS:
KVYE-TV, Channel 7 ---------------
000 Xxxxx 0xx Xxxxxx
Xx Xxxxxx, Xxxxxxxxxx 00000 KVER-TV, Channel 4
00000 Xxxxxxxxx Xxx
XXXX-XX Xxxx Xxxxxx, Xxxxxxxxxx 00000
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000 VALLEY CHANNEL:
--------------
WVEA-TV
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000 KNVO-TV, Channel 48
Xxxxx, Xxxxxxx 00000 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
XxXxxxx, Xxxxx 00000
CABRILLO:
-------- TELECORPUS:
----------
KBNT-TV, Channel 19
5770 Xxxxxx Road KORO-TV, Channel 28
Xxx Xxxxx, Xxxxxxxxxx 00000 000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxxxxx, Xxxxx 00000
GOLDEN HILLS:
------------
KCEC-TV, Channel 50
000 Xxxxx Xxxxxx, #000
Xxxxxx, Xxxxxxxx 00000
B-1
SCHEDULE C
LOCATIONS OF BOOKS AND RECORDS FOR ALL BORROWERS
------------------------------------------------
1. Chief Executive Xxxxxx
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
2. Locations of Account Records, Material Contract and Chattel Paper
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
C-1
SCHEDULE D
DEPOSIT ACCOUNTS
----------------
NAME AND ADDRESS OF
INSTITUTION HOLDING ACCOUNT ACCOUNT NO.
---------------------------------- ----------------
ENTRAVISION:
-----------
Union Bank of California, N.A. 0700494195
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Union Bank of California, N.A. (for KVYE) 700492095
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
[Entravision Account in Florida
Information to be provided]
CABRILLO:
--------
Union Bank of California, N.A. (for KBNT) 700492001
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
D-1
NAME AND ADDRESS OF
INSTITUTION HOLDING ACCOUNT ACCOUNT NO.
---------------------------------- ----------------
LAS TRES PALMAS:
---------------
Union Bank of California, N.A. (for KVER) 700487105
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
VALLEY CHANNEL:
--------------
Xxxxx Xxxxx Xxxx (xxx XXXX) 000000
Xxxx Xxxxxx Xxx 0000
XxXxxxx, Xxxxx 00000
D-2
SCHEDULE E
UCC FILING OFFICES
------------------
ENTRAVISION:
-----------
Secretary of State, California
Secretary of State, District of Columbia
Secretary of State, Florida
Secretary of State, Maryland
Secretary of State, Texas
CABRILLO:
--------
Secretary of State, California
GOLDEN HILLS:
------------
Secretary of State, Colorado
TIERRA ALTA:
-----------
Secretary of State, Nevada
KSMS-TV:
-------
Secretary of State, California
LAS TRES PALMAS:
---------------
Secretary of State, California
VALLEY CHANNEL:
--------------
Secretary of State, Texas
TELECORPUS:
----------
Secretary of State, Texas
E-1
SCHEDULE F
FORM OF LIMITED LIABILITY COMPANY NOTICE
----------------------------------------
[Letterhead of Grantor]
TO: [Name of Pledged Entity]
Notice is hereby given that, pursuant to the Amended and Restated Security
Agreement (a true and correct copy of which is attached hereto), dated as of
_____________________, 1998 (as amended, modified, restated or supplemented from
time to time in accordance with the terms thereof, the "Agreement"), between
[NAME OF GRANTOR] (the "Grantor"), the other grantors from time to time party
thereto and Union Bank of California, N.A., as Guarantor (the "Agent") on behalf
of the lenders described therein, the Grantor has pledged and assigned to the
Agent for the benefit of the Secured Party (as defined in the Agreement), and
granted to the Agent for the benefit of the Secured Party a continuing security
interest in, all right, title and interest of the Grantor, whether now existing
or hereafter arising or acquired, as a member in [NAME OF PLEDGED ENTITY] (the
"Limited Liability Company"), and in, to and under the [TITLE OF APPLICABLE
LIMITED LIABILITY COMPANY AGREEMENT] (the "Limited Liability Company
Agreement"), as such security interest is more particularly described in the
Agreement.
Pursuant to the Agreement, the Limited Liability Company is hereby authorized
and directed to register the Grantor's pledge to the Agent on behalf of the
Secured Party of the interest of the Grantor on the Limited Liability Company's
books.
The Grantor hereby requests the Limited Liability Company to indicate the
Limited Liability Company's acceptance of this Notice and consent to and
confirmation of its terms and provisions by signing a copy hereof where
indicated on the attached page and returning the same to the Agent on behalf of
the Lender.
[NAME OF GRANTOR]
By:_________________________________________________
Title:______________________________________________
F-1
FORM OF ACKNOWLEDGMENT
----------------------
[NAME OF PLEDGED ENTITY] (the "Limited Liability Company") hereby acknowledges
receipt of a copy of the assignment by [NAME OF GRANTOR] ("Grantor) of its
interest under the [TITLE OF APPLICABLE LIMITED LIABILITY COMPANY AGREEMENT]
pursuant to the terms of the Amended and Restated Security Agreement, dated as
of _________________, 1998, between Grantor, the other grantors from time to
time party thereto, and Union Bank of California, N.A. (the "Agent") on behalf
of the Secured Party described therein. The undersigned hereby further confirms
the registration of the Grantor's pledge of its interest to the Agent on behalf
of the Lenders on the Limited Liability Company's books.
Dated: _________________, 1998
[NAME OF PLEDGED ENTITY]
By:____________________________________________
Title:_________________________________________
F-2
