EXHIBIT 10.45
SECURITY AGREEMENT
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THIS SECURITY AGREEMENT, dated as of October 26, 1998, between
and among Children's Radio of Dallas, Inc., a Minnesota corporation, Children's
Radio of Phoenix, Inc., a Minnesota corporation, Children's Radio of New York,
a New Jersey corporation (collectively, the "Asset Subs"), KAHZ-AM, Inc., a
Minnesota corporation, KIDR-AM, Inc., a Minnesota corporation, WJDM-AM, Inc., a
Minnesota corporation (the "License Subs" and, together with the Asset Subs, the
"Debtors"), Children's Broadcasting Corporation, a Minnesota corporation and
owner of all of the issued and outstanding stock of each of the Asset Subs and
indirect owner of all of the issued and outstanding stock of each of the License
Subs ("CBC"), and Radio Unica Corp. (the "Secured Party").
W I T N E S S E T H:
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WHEREAS, the parties hereto are also parties to that certain
Asset Purchase Agreement, dated as of October 26, 1998 (the "APA"), between and
among CBC, the Debtors and the Secured Party, pursuant to which the Secured
Party has agreed to purchase from CBC and the Debtors radio broadcast stations
KAHZ (AM), Fort Worth, Texas, KIDR (AM), Phoenix, Arizona, WJDM (AM), Elizabeth,
New Jersey, and WBAH (AM), Elizabeth, New Jersey (the "Stations");
WHEREAS, the Asset Subs and the Secured Party are also parties
to that certain Local Programming and Marketing Agreement, dated as of October
26, 1998 (the "LMA"), pursuant to which the Secured Party acquired from the
Asset Subs the right to air its programming on the Stations; and
WHEREAS, as a condition to the execution of the APA and the
LMA, CBC and the Debtors agreed to execute and deliver this Security
Agreement to secure their respective obligations under the APA and the LMA.
NOW, THEREFORE, in consideration of the promises and
agreements contained herein and the Secured Party's execution of the APA and
the LMA
and other valuable consideration, receipt of which is hereby acknowl edged,
the Secured Party, CBC and the Debtors agree as follows:
1. GRANT OF SECURITY INTEREST. In order to secure the obligations
of CBC, Debtors, and the License Subs under the APA and the LMA, including,
without limitation, the obligation to repay the LMA Deposit (as defined in
the APA) (being hereinafter collectively referred to as the "Obligations"),
the Debtors hereby grant to the Secured Party a security interest in all of
the Debtors' right, title and interest in and to all of Debtors' personal
property, both tangible and intangible and of every kind and description,
whether now or hereafter existing, or now owned or hereafter acquired, and
wherever located, and all proceeds, products, replace ments, additions,
accessions and/or substitutes therefor, including, without limitation, all
goods, machinery, equipment, furniture, furnishings, fixtures, inventory,
accounts, chattel paper, instruments, securities (including, without
limitation, the stock certificates of the License Subs, which are currently
in the possession of Foothill Capital Corporation, a California corporation
("Foothill")), investment property, intellectual property and general
intangibles, as such terms may be defined in the Uniform Commercial Code in
the jurisdiction in which such assets are located, and all properties and
assets of the Debtors constituting part of the Stations, and the proceeds and
products of any and all of the foregoing assets and properties described in
this Section 1, in cluding proceeds of insurance policies relating to any and
all of the foregoing assets and properties; provided, however, that such
security interest does not include any permits or licenses granted by the
Federal Communications Commission (the "FCC") to the extent that the Debtors
are prohibited from granting a security interest therein pursuant to the
Communications Act of 1934, as amended, and the regulations promulgated
thereunder, and any other licenses to the extent the transfer or pledging
thereof is prohibited by the granting authority.
All of the foregoing shall be hereinafter referred to as the
"Collateral."
The partied hereto acknowledge that, as of the date hereof,
Foothill has a prior lien on some or all of the Collateral.
2. WARRANTIES AND COVENANTS OF THE DEBTORS.
The Debtors represent, warrant and covenant that:
(a) except for the stock certificates of the License Subs, Debtors
own and have possession of the Collateral;
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(b) except for the stock certificates of the License Subs, the
Collateral (and all records pertaining thereto) shall at all times be kept at
the Stations and the Debtors will not change the location at which any of the
Collateral is usually kept or the location of any of its chief executive
offices or principal place of busi ness without giving thirty (30) days'
prior written notice to the Secured Party;
(c) except as permitted in the Amended and Restated Loan and
Security Agreement, dated as of July 1, 1997, as amended, to which Foothill
and CBC are parties (the "Loan Agreement") and except for those capital
leases disclosed on Attachment 1 hereto, all of the Collateral is free from
liens, adverse claims, charges, encumbrances, taxes or assessments, other
than the liens created hereby, and the Debtors shall defend the same against
all claims and demands of all persons at any time claiming against the same
or any interests therein ad verse to the Secured Party;
(d) all items of the Collateral comply with applicable laws,
including, where applicable, Federal Reserve Regulations and any state
consumer credit and usury laws;
(e) except for financing statements naming Foothill as secured
party and filed in connection with the Loan Agreement and except for those
financing statements filed in connection with the capital leases disclosed
on Attachment 1 hereto, no financing statement covering any of the
Collateral, and naming any secured party other than the Secured Party, is on
file in any public office;
(f) Debtors will, at their sole cost and expense, maintain,
replace, repair, service and take other action as may be necessary from time
to time to keep and preserve their inventory, machinery and equipment in
general repair and good working order and any inventory, machinery or
equipment which wears out or is destroyed will be replaced or restored if
necessary for the operation of the business of Debtors in the ordinary
course. Debtors will within 10 days notify the Secured Party of any event
comprising significant loss or decrease in the value of the Collateral in
excess of $50,000;
(g) the Debtors will comply with all laws, rules and regulations
relating to, and shall pay prior to delinquency, all license fees,
registration fees, taxes and assessments and all other charges, which may be
levied upon or assessed against, or which may become security interests,
liens or other encumbrances upon the ownership, operation, possession or
maintenance of the Collateral; provided, that the
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Debtors shall not be required to comply with any such law, rule or regulation
or to pay any such tax or assessment or other such charge, the validity of
which is being contested by the Debtors in good faith by appropriate
proceedings commenced and prosecuted with due diligence and with respect to
which adequate reserves have been established and are being maintained in
accordance with generally accepted accounting principles;
(h) the Debtors will execute and deliver to the Secured Party such
financing statements, continuation statements and other documents as the
Secured Party may deem necessary or appropriate in order to protect or
preserve the Secured Party's security interest in the Collateral;
(i) the Debtors will not sell, offer to sell, or otherwise dispose
of any material part of the Collat eral (including proceeds) subject hereto,
or any part thereof or interest therein at any time other than in the
ordinary course of business and in exchange for Collateral of like value in
which the Secured Party shall have a security interest;
(j) the Debtors will at all times keep accurate records with
respect to the Collateral which are as complete and comprehensive as those which
are customarily maintained by those engaged in similar businesses, and the
Secured Party will have the right to inspect such records at such times and from
time to time as the Se cured Party may reasonably request;
(k) the Debtors will provide any service and do any other acts or
things necessary to keep the Collateral free and clear of all defenses,
rights of offset and counterclaims. The Secured Party may, at any time prior
to termination hereof, require the Debtors from time to time to deliver to
the Secured Party schedules describing all the Collateral subject hereto,
appropriately assigned and endorsed to the Secured Party;
(l) other than the lien in favor of Foothill in effect on the date
hereof and the lien contemplated by this Security Agreement, the Debtors
shall not grant any liens on any of the Collateral in favor of any party;
(m) the Debtors will maintain comprehensive general liability
insurance on the Collateral in an amount not less than One Million Dollars
($1,000,000). In the event of any failure to provide and maintain insurance
as herein provided, the Secured Party may, at its option, provide such
insurance and the
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Debtors hereby promise to pay the Secured Party on demand the amount of any
disbursements made by the Secured Party for such purpose. Risk of loss or
damage shall accrue to the Debtors to the extent of any deficiency in any
effective insurance. The Debtors shall furnish to the Secured Party
certificates or other evidence satisfactory to the Se cured Party of
compliance with the foregoing insurance provisions. The Debtors shall give
immediate written notice to the Secured Party and to the insurers of any loss
or damage to the Collateral or any part thereof in excess of $50,000 and
shall promptly file all necessary or appropriate proof of loss with the
insurers. Any amounts collected or received under any such insurance policies
may be applied by the Debtors either to the replacement or restoration of the
Collateral or to any of the Obligations secured hereby in the manner provided
in Section 8 hereof.
3. AUTHORITY TO COLLECT. Except as otherwise hereinafter set forth,
unless and until the occurrence of an event which constitutes an Event of
Default hereunder or which upon the giving (or receiving) of notice or the
lapse of time or both would constitute such an Event of Default, the Debtors
shall continue to collect, at their own expense, all amounts due and to
become due under any accounts, chattel paper, or general intangibles and in
connection therewith may take such action as they may deem necessary,
advisable, convenient or proper for the enforcement, collection, adjustment,
settlement or compromise thereof.
4. EVENTS OF DEFAULT. The occurrence of any one or more of the
following shall constitute an event of default ("Event of Default") hereunder:
(A) Any representation or warranty of CBC, Debtors, or the
License Subs in the APA, the LMA or herein shall have been inaccurate or
incomplete in any material respect when made or at any time prior to the
Closing; or
(B) CBC, Debtors, or the License Subs shall fail to comply in
any material respect with any of its covenants or agreements set forth in the
APA, the LMA or herein and such failure shall not be cured within ten (10)
business days following notice thereof to Debtors from the Secured Party; or
(C) If (i) CBC, Debtors or the License Subs shall file a
petition commencing a voluntary case concerning it under any Chapter of
Title 11 of the United States Code; or (ii) CBC, Debtors or the License Subs
shall apply for or consent to the appointment of any receiver, trustee,
custodian or similar officer for it or for all or any substantial part of its
property; or (iii) a receiver, trustee, custodian
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or similar officer shall be appointed without the application or consent of
CBC, Debtors or the License Subs and such appointment shall continue
undischarged for a period of thirty (30) days or (iv) an involuntary case is
commenced against CBC, Debtors or the License Subs under any Chapter of the
afore mentioned Title 11 and an order for relief under such Title 11 is
entered or the petition commencing the case is controverted but is not
dismissed within thirty (30) days after the commencement of the case; or (v)
CBC, Debtors or the License Subs shall institute (by petition, application,
answer, consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, read justment of debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction; or (vi) any
such proceeding shall be instituted against CBC, Debtors or the License Subs
and shall remain undismissed for a period of thirty (30) days; or (vii) CBC,
Debtors or the License Subs shall take any action for the purpose of
effectuating the foregoing; or
(D) The Security Agreement shall for any reason cease to be in
full force and effect, or shall cease to give the Secured Party the liens,
rights, powers and privileges purported to be created thereby.
5. REMEDIES. Upon the occurrence of an Event of Default, the
Secured Party shall have the right to demand specific performance of the
Obligations and have all the rights and remedies of a secured party under the
Uniform Commercial Code and all other rights, privileges, powers and remedies
provided by law or equity. Failure by the Secured Party to exercise said
option or to pursue such other remedies shall not constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in
the event of any subsequent Event of Default hereunder.
Without limiting the generality of the foregoing, after the
occurrence of an Event of Default:
(a) the Secured Party shall have the power to notify the
account debtor or debtors obligated under any accounts, chattel paper, and
general intangibles of the assignment of such accounts, chattel paper, and
general intangibles to the Secured Party and of its security interest therein
and to direct such account debtor or debtors to make payment of all amounts
due or to become due to the Debtors thereunder directly to the Secured Party
and, upon such notification to the account debtor or debtors, to enforce
collection of any thereof in the same manner and to the same extent as the
Debtors might have done. The funds so collected shall be held as
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security for the payment of the Obligations secured hereby and applied in the
manner provided in Section 8 hereof.
The Debtors hereby constitute and appoint the Secured Party as
their true and lawful attorney, in the place and stead of the Debtors and
with full power of substitution, either in the Secured Party's own name or in
the name of either of the Debtors, to ask for, demand, collect, receive and
give acquittance for any and all monies due or to become due under and by
virtue of any account, chattel paper, and general intangibles, to endorse
checks, drafts, orders and other instruments for the repayment of monies
payable to the Debtors on account thereof, and to settle, compromise,
prosecute or defend any action, claim or proceeding with respect thereto and
to sell, assign, pledge, transfer and make any agreement respecting, or
otherwise deal with, the same; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Secured Party to
make any demand, or to make any inquiry as to the nature or sufficiency of
any payment received by it, or to present or file any claim or notice or to
take any action with respect to any account, chattel paper, or general intan
gible or the monies due or to become due thereunder or the property covered
thereby, and no action taken or omitted to be taken by the Secured Party with
respect to any account, chattel paper, or general intangible shall give rise
to any defense, counterclaim or set off in favor of the Debtors or to any
claim or action against the Secured Party;
(b) the Debtors will deliver to the Secured Party from time to
time, as requested by the Secured Party, current lists of the Collateral;
(c) the Debtors will not dispose of the Collateral, except on
terms approved in writing by the Secured Party;
(d) the Debtors will collect, assemble and deliver all of the
Collateral and books and records pertaining thereto, to the Secured Party at
a reasonably convenient place designated by the Secured Party; and
(e) the Secured Party may, to the extent permitted by law, enter
onto the premises of CBC, Debtors, the License Subs, or the Stations and
take posses sion of the Collateral, and assign, sell, lease or other wise
dispose of the Debtors' interest in the Collateral for the account of the
Debtors, and the Debtors shall then be liable for the difference between the
payments and other amounts due to the Secure Party and amounts received
pursuant to such assignment or contract of sale or lease or other disposition
of the Debtors' interest in the Collateral and the
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amount of such difference shall then be immediately due and payable. The
Secured Party may, in its sole discretion, designate a custodian or agent to
take physical possession of the Collateral. The Secured Party shall give the
Debtors reasonable notice of the time and place of any public sale of the
Collateral or the time after which any private sale or other intended
disposition thereof is to be made. The requirement of reasonable notice shall
be met if notice of the sale or other intended disposition is mailed, by
first class mail, postage prepaid, to Debtors at their address set forth in
Section 16 hereof or such other address as Debtors may by notice have
furnished the Secured Party in writing for such purpose, at least fifteen
(15) days prior to the time of such sale or other intended disposition.
All notices of public or private sale shall specify that the
assignment of the broadcast license(s) of the Station must first be approved
by the FCC and such notice shall be given to all persons attending a public
sale. The Debtors agree that they will join and cooperate fully with the
Secured Party or with the successful bidder or bidders at any public or
private sale in the filing of an application, and furnishing any additional
information that may be required in connection with the application with the
FCC, requesting the FCC's prior approval of the assignment of the license(s)
of the Station to the Secured Party or the successful bidder or bidders. The
Debtors will take such further actions, or cause such further actions to be
taken that may be necessary or desirable to obtain such FCC approval and
will execute and deliver, or will cause the execution and delivery of, all
applications, certificates, instruments and other documents that may be
necessary or desirable in connection with such approval. The parties agree
that the Collateral and license(s) shall not be assigned and transferred to
separate parties.
Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of the Debtors, and the
Debtors hereby waive (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which they now have or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted.
6. POWERS OF THE SECURED PARTY. The Debtors appoint the Secured
Party its true attorney in fact to perform any of the following powers, which
are coupled with an interest, and are irrevocable until termination of this
Security Agreement and may be exercised by the Secured Party's officers, upon
the occurrence of an Event of Default hereunder:
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(a) to perform any obligation of the Debtors hereunder in
CBC's, Debtors' or the License Subs name, as the case may be, or otherwise;
(b) to give notice of the Secured Party's rights in the
Collateral, to enforce the same, and make extension agreements with respect
thereto;
(c) to release persons liable on the Collateral and to give
receipts and acquittance and compromise disputes in connection therewith;
(d) to release security;
(e) to prepare, execute, file, record or deliver notes,
assignments, schedules, designation state ments, financing statements,
continuation statements, termination statements, statements of assignment and
applications or registration or like papers to perfect, preserve or release
the Secured Party's interest in the Collateral;
(f) to verify facts concerning the Collateral by inquiry of
obligors thereon, or otherwise;
(g) to endorse, collect, deliver and receive payment under
instruments for the payment of money constituting or relating to Collateral;
(h) to prepare, adjust, execute, deliver and receive payment
under insurance claims;
(i) to exercise all rights, powers and remedies which the
Debtors would have, but for this Security Agreement, under all of the
Collateral subject to this Security Agreement; and
(j) to do all acts and things and execute all documents in the
name of CBC, Debtors, or the License Subs, as the case may be, or otherwise,
deemed by the Secured Party as necessary, proper and convenient in connection
with the preservation, perfection or enforcement of its rights hereunder.
7. REMITTANCES. The Debtors agree that upon the occurrence and
during the continuance of an event which constitutes an Event of Default or
which upon the giving (or receiving) of notice or lapse of time or both would
constitute such an Event of Default, all cash or proceeds received by the
Debtors as a
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result of the sale, lease or other disposition of any Collateral, whether
received by the Debtors in the exercise of their collection rights hereunder
or otherwise, shall be remitted to the Secured Party or deposited to an
account for the benefit of the Secured Party (according to its instructions)
in the form received (properly endorsed to the order of the Secured Party or
for collection in accordance with the Secured Party's instructions) not
later than the banking business day following the day of receipt, to be held
as security for the payment of the Obligations secured hereby and applied by
the Secured Party as provided in Section 8 hereof. The Debtors agree not to
commingle any such collections or proceeds with any of their other funds or
property and agrees to hold the same upon an express trust for the Secured
Party until remitted to the Secured Party.
8. APPLICATION OF PROCEEDS. Except as expressly provided elsewhere
in this Security Agreement, all proceeds of the sale of the Collateral by the
Secured Party hereunder, and all other monies received by the Secured Party
pursuant to the terms of this Security Agreement (whether through the
exercise by the Secured Party of its rights of collection or otherwise),
including, but not limited to, any awards or other amounts payable upon any
condemnation or taking by eminent do main, shall be applied, as promptly as
is practicable after the receipt thereof by the Secured Party as follows:
FIRST: to the payment of all fees and expenses incurred by the
Secured Party or any custodian appointed hereunder, if not previously paid by
the Debtors, and all expenses incurred by the Secured Party in connection with
any sale of the Collateral, including, but not limited to, the expenses of
taking, advertising, processing, preparing and storing the Collateral to be
sold, all court costs and fees and expenses of counsel to the Secured Party in
connection therewith, to the payment of all expenses to be paid by the Debtors
pursuant to Section 17 of this Security Agreement, and to the payment of all
amounts for which the Secured Party is entitled to indemnification hereunder and
all advances made by the Secured Party hereunder to the account of the Debtors
and the payment of all costs and expenses paid or incurred by the Secured Party
in connection with the exercise of any right or remedy hereunder, to the extent
that such advances, costs and expenses shall not theretofore have been
reimbursed to the Secured Party by the Debtors;
SECOND: to the payment to the Secured Party of the LMA Deposit;
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THIRD: to the payment to the Secured Party of any other amount
owing to the Secured Party under the APA, the LMA or under any other
agreement to which the Debtors and the Secured Party are parties; and
FOURTH: only if all of the foregoing have been paid in full, to the
Debtors.
Notwithstanding the sale or other disposition of any Collateral by
the Secured Party hereunder, the Debtors shall remain liable for any
deficiency.
9. RIGHTS CUMULATIVE. The rights, privileges, powers and remedies
of the Secured Party shall be cumulative and no single or partial exercise of
any of them shall preclude the further or other exercise of the same or any
other of them. No delay or failure of the Secured Party in exercising any
right, power, privilege or remedy hereunder shall affect such right, power,
privilege or remedy. Nor shall any single or partial exercise of any right,
power, privilege or remedy or any abandonment or discontinuance of steps to
enforce such right, power, privilege or remedy affect such right, power,
privilege or remedy. Any waiver, permit, consent or approval of any kind by
the Secured Party of any default hereunder, or any such waiver of any
provisions or conditions hereof, must be in writing and shall be effective
only to the extent set forth in writing and shall not constitute a waiver of
any subsequent or other default. Failure of the Secured Party to insist upon
strict performance or compliance by the Debtors of any covenants, warranties
or agreements in this Security Agreement, the APA or the LMA shall not
constitute a waiver of any subsequent or other failure to perform or comply
with any covenants, warranties or agreements herein or therein.
10. CONTINUING AGREEMENT. This is a continuing agreement and shall
remain in full force and effect and be binding upon the Debtors and the
successors and as signs of the Debtors until all of the Obligations shall
have been fully satisfied and discharged.
11. REINSTATEMENT OF AGREEMENT. If the Secured Party shall have
proceeded to enforce its rights under this Security Agreement and such
proceedings shall have been discontinued or abandoned for any reason prior to
the issuance of any judgment or award, then the Debtors and the Secured
Party shall be restored respectively to their positions and rights hereunder,
and all rights, remedies and powers of the Debtors and the Secured Party
shall continue as though no such proceeding had been initiated. In the event
of litigation arising under this
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Security Agreement, the prevailing party shall be entitled to, in addition to
all other damages and remedies, reasonable attorneys' fees.
12. ASSIGNMENT. The Secured Party may assign and transfer any of
the Obligations of the Debtors and may deliver the Collateral, or any part
thereof, to the assignee or transferee of any such obligation, who shall
become vested with all the rights, remedies, powers, security interests and
liens herein granted to the Secured Party in respect thereto; and the
Secured Party shall thereafter be relieved and fully discharged from any
liability or obligation under this Security Agreement. The Debtors shall not
have the right to assign this Security Agreement without the prior written
consent of the Secured Party.
13. DUTIES WITH RESPECT TO COLLATERAL. With respect to the
Collateral, the Secured Party shall be under no duty to send notices, perform
services, pay for insurance, taxes or other charges or take any action of any
kind in connection with the management thereof and its only duty with respect
thereto shall be to use reasonable care in its custody and preservation
while in its possession, which shall not include any steps necessary to
preserve rights against prior parties.
14. PERFORMANCE OF OBLIGATIONS BY THE SECURED PARTY. If the Debtors
shall fail to do any act or thing which they have covenanted to do hereunder,
or if any representation or warranty of the Debtors shall be breached, the
Secured Party may (but shall not be obligated to) perform such act or thing
on behalf of the Debtors or cause it to be done or remedy any such breach,
and there shall be added to the liabilities of the Debt ors hereunder the
cost or expense incurred by the Secured Party in so doing, and any and all
amounts expended by the Secured Party in taking any such action shall be
repayable to it upon demand being made to the Debtors therefore.
15. MISCELLANEOUS. After due consideration and consultation with
its attorneys, the Debtors voluntarily and knowingly, to the extent
permitted by law, agree as follows: (a) the Debtors waive, except as ex
pressly provided in the Security Agreement, presentment, protest, notice of
protest, notice of dishonor and notice of nonpayment with respect to the
Collateral to which the Secured Party is entitled hereunder; (b) the Debtors
waive any right to direct the application of payments or security for the
Obligations of the Debtors hereunder, or the indebtedness of customers of the
Debtors, and any right to require proceedings against others or to require
exhaustion of the security; and (c) the Debtors consent to the extension
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or forbearance of the terms of the Obligations or indebtedness of customers,
the release or substitution of security, and the release of guarantors, if
any.
16. NOTICES. All notices or demands of any kind which may be
required or which the Secured Party desires to serve upon the Debtors under
the terms of this Security Agreement shall be served upon the Debtors by
personal service or by mailing a copy thereof by first class mail, postage
prepaid, addressed to the Debtors, at the addresses set forth below:
If to CBC or the Debtors
(or any of them): Children's Broadcasting Corporation
000 Xxxxx Xxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxxxxxxx X. Xxxx
Facsimile Number: (000) 000-0000
with copy to: Children's Broadcasting Corporation
000 Xxxxx Xxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile Number: (000) 000-0000
If to Secured Party: Radio Unica Corp.
0000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
Facsimile Number: (000) 000-0000
with copy to: Mr. Xxxxxx Xxxxxxx
0 Xxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Facsimile Number (000) 000-0000
and to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx X. Xxxxx, Esq.
Facsimile Number: (000) 000-0000
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17. EXPENSES. The Debtors agree to pay on demand all fees, costs
and expenses of the Secured Party, or of any custodian or agent designated by
the Secured Party, including the fees and out-of-pocket expenses of
legal counsel, independent public accountants and other outside experts retained
by the Secured Party in connection with the enforcement of this Security
Agreement or any other instrument or document delivered pursuant hereto.
18. LAW APPLICABLE. This Security Agreement shall be governed by
and construed in accordance with the laws of the State of New York other than
the conflicts of law provisions thereof.
19. SEVERABILITY OF PROVISIONS. If any provision of this Security
Agreement shall be held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or any
remaining provisions of this Security Agreement.
20. ENTIRE AGREEMENT; AMENDMENTS. This Security Agreement
embodies the entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to the subject
matter hereof. This Security Agreement may not be modified or amended or any
term or provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver or discharge is
sought to be enforced.
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IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed as of the day and year first written above.
RADIO UNICA CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman & CEO
CHILDREN'S BROADCASTING CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
CHILDREN'S RADIO OF DALLAS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
CHILDREN'S RADIO OF PHOENIX, INC.
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
CHILDREN'S RADIO OF NEW YORK, INC.
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
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KAHZ-AM, INC.
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
KIDR-AM, INC
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
WJDM-AM, INC.
By: /s/ Xxxxxxxxxxx X. Xxxx
--------------------------------
Name:
Title:
16
ATTACHMENT 1 TO SECURITY AGREEMENT
Jurisdiction Search
Company (State/County) Type Search Location Searched Through Results
=========================== ================ ======== =================== ================ ==================================
Children's Broadcasting New York UCC Department of Xxxxx Xxxx 00, 0000 Xxxxx Financial Services, Inc.
Corporation 046025
Children's Broadcasting New York UCC Department of Xxxxx Xxxx 00, 0000 Xxxxx Financial Services, Inc.
Corporation (3/97) 046025
Children's Broadcasting New York - UCC City Register April 20, 1998 Tokai Financial Services, Inc.
Corporation New York (3/97) 97PIN12501
Children's Broadcasting Texas UCC Secretary of State June 23, 1998 Datamax Leasing (9/94)
Corporation 177025
WJDM-AM, Inc. New Jersey - UCC Register of Deeds August 31, 1998 The Summit Trust Company
Union (old - 7/93-cont.) 000293
17
