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Exhibit 10(x)
PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") is dated as of
November 14, 1997 and entered into by and among REGENT COMMUNICATIONS, INC., a
Delaware corporation ("COMPANY"), each of the DIRECT AND INDIRECT WHOLLY- OWNED
SUBSIDIARIES OF COMPANY listed on the signature pages hereof, (collectively, the
"GUARANTORS" and together with Company, each individually a "GRANTOR" and
collectively, "GRANTORS"), and BANK OF MONTREAL, Chicago Branch, as agent for
and representative of (in such capacity, "SECURED PARTY") the financial
institutions ("LENDERS") party to the Credit Agreement referred to below and any
Interest Rate Exchanges (as hereinafter defined).
PRELIMINARY STATEMENTS
WHEREAS, Secured Party, General Electric Capital Corporation, as
Documentation Agent ("DOCUMENTATION AGENT"), and Lenders have entered into that
certain Credit Agreement dated as of November 14, 1997 (said Credit Agreement,
as it may hereafter be amended, restated, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT"; the terms defined therein and
not otherwise defined herein being used herein as therein defined) with Company,
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company;
WHEREAS, Company may from time to time enter into one or more Interest
Rate Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS") with one
or more Lenders (in such capacity, collectively, "INTEREST RATE EXCHANGERS") in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Company under the Lender Interest Rate Agreements, including the
obligation of Company to make payments thereunder in the event of early
termination thereof, together with all obligations of Company under the Credit
Agreement and the other Loan Documents, be secured hereunder;
WHEREAS, the proceeds of the Loans will be used by Company and
Guarantors for the purposes set forth in the Credit Agreement, including,
without limitation, the acquisition of assets, the repayment of valid and
existing debt and for working capital purposes in the ordinary course of
business;
WHEREAS, each of the Guarantors has executed and delivered that certain
Subsidiary Guaranty dated as of November 14, 1997 (said Guaranty, as it may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, being the "SUBSIDIARY GUARANTY") in favor of Secured Party for the benefit
of Lenders, pursuant to which the Guarantors have jointly and severally
guarantied the prompt payment and performance when due of all obligations of
Company under the Credit Agreement;
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WHEREAS, Company desires to secure all Obligations under the Credit
Agreement and the other Loan Documents to which Company is a party, and each
Guarantor desires to secure its Obligations under the Subsidiary Guaranty and
the other Loan Documents to which such Guarantor is a party;
WHEREAS, it is a condition precedent to the initial extensions of
credit by Lenders under the Credit Agreement that Grantors shall have granted
the security interests and undertaken the obligations contemplated by this
Agreement; and
WHEREAS, each Grantor will receive value and obtain benefits in
exchange for delivering this Agreement securing the Obligations of Company
arising from time to time under the Credit Agreement and the Obligations of each
Guarantor arising from time to time under the Subsidiary Guaranty, the receipt
of which value and benefits are hereby acknowledged, and each Grantor,
accordingly, desires to enter into this Agreement in order to satisfy the
condition precedent described in the foregoing paragraph.
NOW, THEREFORE, in consideration of the premises and in order to induce
Lenders to make Loans and other extensions of credit under into the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Grantors hereby agree
with Secured Party as follows:
SECTION 1. GRANT OF SECURITY. As collateral security for the prompt payment or
performance in full when due of the Secured Obligations (as hereinafter
defined), each Grantor, to the full extent permitted by law, hereby pledges and
assigns to Secured Party, and grants to Secured Party a security interest in,
for the ratable benefit of Lenders, all of such Grantor's right, title and
interest in and to the following, in each case whether now or hereafter existing
or in which such Grantor now has or hereafter acquires an interest and wherever
the same may be located (the "COLLATERAL"):
(a) all inventory in all of its forms, including, but not limited to,
(i) all goods held by such Grantor for sale or lease or to be furnished under
contracts of service or so leased or furnished, (ii) all raw materials, work in
process, finished goods, and materials used or consumed in the manufacture,
packing, shipping, advertising, selling, leasing, furnishing or production of
such inventory or otherwise used or consumed in such Grantor's business, (iii)
all such goods in which such Grantor has an interest in mass or a joint or other
interest or right of any kind, and (iv) all such goods which are returned to or
repossessed by such Grantor and all accessions thereto and products thereof (all
such inventory, accessions and products being the "INVENTORY") and all
negotiable documents of title (including, without limitation, warehouse
receipts, dock receipts and bills of lading) issued by any Person covering any
Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF
TITLE");
(b) all accounts, accounts receivables, other receivables and rights to
payment for Inventory sold or leased or services rendered of every nature and
all contract rights, chattel paper, documents, instruments, notes, general
intangibles related to the foregoing, whether or not earned by performance,
including, without limitation, all rights to receive the proceeds of any Asset
Sale
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(including, without limitation, the sale or other disposition of any FCC License
or property related thereto)(collectively, the "ACCOUNTS") and all rights in, to
and under all security agreements, leases and other contracts securing or
otherwise relating to any of the Accounts (the "RELATED CONTRACTS");
(c) all trademarks, service marks, trade names, corporate names, trade
secrets, business names, trade styles, logos, patents, licenses (including,
without limitation, all FCC Licenses at the time and to the extent permitted by
law), copyrights, registrations, franchise rights, other source or business
identifiers, all applications therefor and reissues, extensions or renewals
thereof, all goodwill associated with any of the foregoing and any and all of
Grantor's licenses ("INTELLECTUAL PROPERTY LICENSES") to use any of the
foregoing (collectively, the "INTELLECTUAL PROPERTY COLLATERAL");
(d) all items of equipment and fixtures, including all equipment,
machinery, furnishings, fixtures, tools, supplies, automotive equipment, motor
vehicles and other equipment of any kind and nature, together with all
replacements, substitutions, attachments, parts (including spare parts),
modifications, additions, improvements, upgrades and accessions of, to or upon
such items of equipment or fixtures (together referred to herein as the
"EQUIPMENT");
(e) all choses in action, causes of action, judgments and all other
intangible personal property of such Grantor of every kind and nature (other
than Accounts) including, without limitation, corporate or other business
records, documents, contracts, instruments or agreements (including, without
limitation, program contracts, franchises, lease management agreements, local
marketing agreements, time brokerage agreements, network affiliation agreements
and similar arrangements), inventions, designs, patents, patent applications,
trademarks, trade names, trade secrets, goodwill, copyrights, registrations,
licenses (including, without limitation, all FCC Licenses to the extent
permitted by law), leases with respect to personal property, franchises, tax
refund claims, any guarantee claims, security interests or other security held
by or granted to such Grantor to secure payment by a debtor in respect of any
Account (together referred to herein as the "GENERAL INTANGIBLES"); and
(f) (i) all moneys, residues and property of any kind in the possession
of or under the control of Secured Party, any Lender or any bank or any
financial institution or a bailee of Secured Party, any Lender or any bank or
any financial institution, including without limitation, any deposit account at
any bank or any financial institution or any bailee of any thereof, (ii) all
accessions to, substitutions for and replacements, products and proceeds of
Accounts, Equipment, Inventory and General Intangibles, including, without
limitation, proceeds of insurance policies insuring (whether or not Secured
Party is the loss payee thereof), and condemnation or requisition payments with
respect to, any or all of the foregoing, and (iii) all books and records
(including, without limitation, ledger cards, correspondence, customer lists,
credit files, tapes, disks, computer programs, printouts and other computer
materials and records) of such Grantor pertaining to any Accounts, Equipment,
Inventory and General Intangibles or any item in this clause (g) (together
referred to herein as the "MISCELLANEOUS COLLATERAL");
(g) the stock described on SCHEDULE I hereto (collectively, the
"PLEDGED STOCK") and the certificates representing the Pledged Stock, and any
interest of Grantors in the entries on the
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books of any financial intermediary pertaining to the Pledged Stock, and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Stock;
(h) all additional shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock of
any issuer of the Pledged Stock from time to time acquired by such Grantor in
any manner (which shares shall be deemed to be part of the Pledged Stock), the
certificates or other instruments representing such additional shares,
securities, warrants, options or other rights and any interest of such Grantor
in the entries on the books of any financial intermediary pertaining to such
additional shares, and all dividends, cash, warrants, rights, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such additional
shares, securities, warrants, options or other rights;
(i) all shares of, and all securities convertible into and warrants,
options and other rights to purchase or otherwise acquire, stock of any Person
that, after the date of this Agreement, becomes, as a result of any occurrence,
a direct Subsidiary of such Grantor (which shares shall be deemed to be part of
the Pledged Stock), the certificates or other instruments representing such
shares, securities, warrants, options or other rights and any interest of such
Grantor in the entries on the books of any financial intermediary pertaining to
such shares, and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares,
securities, warrants, options or other rights;
(j) the indebtedness described on SCHEDULE I hereto and all other
indebtedness from time to time owed to such Grantor by any other Grantor or
Grantors or any Person that, after the date of this Agreement, becomes, as a
result of any occurrence, a direct or indirect Subsidiary of, such Grantor and
all interest, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such indebtedness (collectively, the "PLEDGED DEBT" and, together
with the Pledged Stock, the "PLEDGED COLLATERAL"); and
(k) all proceeds, products, rents and profits of or from any and all of
the foregoing Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral. For purposes of this
Agreement, the term "PROCEEDS" includes whatever is receivable or received when
Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and the Collateral
is collateral security for, the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including the payment of amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. ss.362(a)), of all Obligations and liabilities of every nature
of each Grantor now or hereafter existing under or arising out of or in
connection with the Credit
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Agreement and the other Loan Documents and the Lender Interest Rate Agreements
to the extent such Grantor is a party thereto and all extensions or renewals
thereof, whether for principal, interest (including without limitation interest
that, but for the filing of a petition in bankruptcy with respect to any
Grantor, would accrue on such obligations), reimbursement of amounts drawn under
Letters of Credit, payments for early termination of Lender Interest Rate
Agreements, fees, expenses, indemnities or otherwise, whether voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from Secured Party or any Lender or Interest Rate Exchanger as a
preference, fraudulent transfer or otherwise (all such obligations and
liabilities being the "UNDERLYING DEBT"), and all obligations of every nature of
each Grantor now or hereafter existing under this Agreement (all such
obligations of Grantors, together with the Underlying Debt, being the "SECURED
OBLIGATIONS").
SECTION 3. EACH GRANTOR REMAINS LIABLE. Anything contained herein to the
contrary notwithstanding, (a) each Grantor shall remain liable under any
contracts and agreements included in the Collateral, to the extent set forth
therein, to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by Secured
Party of any of its rights hereunder shall not release any Grantor from any of
its duties or obligations under the contracts and agreements included in the
Collateral, and (c) Secured Party shall not have any obligation or liability
under any contracts and agreements included in the Collateral by reason of this
Agreement (other than this Agreement to the extent included in the Collateral),
nor shall Secured Party be obligated to perform any of the obligations or duties
of any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants
as follows:
(a) CREDIT AGREEMENT REPRESENTATIONS. Each of the representations and
warranties set forth in Section 5 of the Credit Agreement are true, correct and
complete to the extent specifically applicable to such Grantor and the
Collateral of such Grantor therein and each such representation and warranty is
hereby incorporated herein by this reference;
(b) MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant
to this Agreement does not violate Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System;
(c) OWNERSHIP OF COLLATERAL. Except for the security interests created
by this Agreement and the other Loan Documents and Permitted Liens, such Grantor
owns the Collateral held by it free and clear of any Lien. All of the Pledged
Stock has been duly authorized and validly issued and is fully paid and
nonassessable. Except as may have been filed in respect of Permitted Liens and
financing statement filings or other recordings permitted by the terms of the
Credit Agreement,
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no effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any filing or recording office
other than financing statements for which executed termination statements have
been delivered to the Secured Party;
(d) LOCATION OF INVENTORY AND EQUIPMENT. All of the Inventory and
Equipment is, as of the date hereof, located at the places specified in SCHEDULE
II annexed hereto;
(e) OFFICE LOCATIONS; FICTITIOUS NAMES. As of the Closing Date, the
principal place of business, the chief executive office and the office where
each Grantor keeps its records regarding the Accounts and all originals of all
chattel paper that evidence Accounts is, and has been for the four month period
preceding the date hereof, located as set forth in SCHEDULE II annexed hereto.
Such Grantor has not in the past done, and does not now do, business under any
other name (including any trade-name or fictitious business name) except as set
forth in SCHEDULE II annexed hereto to the Credit Agreement;
(f) DELIVERY OF CERTAIN COLLATERAL. All chattel paper and all notes and
other instruments (excluding checks and other items delivered for deposit in the
ordinary course of business) comprising any and all items of Collateral have
been delivered to Secured Party duly indorsed and accompanied by duly executed
instruments of transfer or assignment in blank;
(g) PERFECTION. The security interests in the Collateral granted to the
Secured Party for the ratable benefit of the Lenders hereunder constitute valid
security interests in the Collateral. Upon the filing of UCC financing
statements naming each Grantor as "debtor", naming the Secured Party as "secured
party" and describing the Collateral in the filing offices set forth on SCHEDULE
I hereto, the security interests in the Collateral granted to the Secured Party
for the ratable benefit of the Lenders will, to the extent a security interest
in the Collateral may be perfected by filing UCC financing statements,
constitute valid and perfected security interests therein prior to all other
Liens other than Permitted Liens. Upon the delivery of the certificates
representing the Pledged Stock and the instruments evidencing the Pledged Debt
to the Secured Party, the security interests in the Pledged Collateral granted
to the Secured Party for the benefit of the Lenders will constitute valid and
perfected security interests therein prior to all other Liens;
(h) INSURANCE. Insurance covering the Collateral against loss or damage
of the kinds required by the terms of the Credit Agreement is in full force and
effect;
(i) ACCOUNTS RECEIVABLE. To the best of such Grantor's knowledge and in
accordance with credit policies typically applied in such Grantor's industry for
the evaluation of Accounts, all persons appearing to be obligated on Accounts
have authority and capacity to contract and are bound as they appear to be. All
Accounts of such Grantor comply in all material respects with all applicable
laws concerning form, content and manner of preparation and execution,
including, where applicable, but not limited to, any consumer credit laws;
(j) BILLS OF LADING. No xxxx of lading, warehouse receipt or other
document or instrument of title is outstanding with respect to the Collateral or
any portion of the Collateral;
(k) FILINGS. No authorization, approval or other action by, and no
notice to or filing
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with, any governmental authority or regulatory body (other than for the filing
of this Agreement to the extent required by the FCC), or any other Person is
required (i) for the grant by such Grantor of the security interest in the
Collateral granted hereby or for the execution, delivery or performance of this
Agreement by any Grantor or (ii) for the perfection of such security interest or
the exercise by Secured Party of the rights and remedies provided for in this
Agreement, except for the filing and recording of the UCC-1 financing statements
set forth on SCHEDULE III annexed hereto and proper continuances thereof, and
such other UCC-1 financing statements (and proper continuations thereof) as may
be required after the date hereof pursuant to Section 5 or subsection 6(b); and
(l) OTHER INFORMATION. All information heretofore, herein or hereafter
supplied to Secured Party by or on behalf of such Grantor with respect to the
Collateral is accurate and complete in all material respects.
SECTION 5. FURTHER ASSURANCES.
(a) Each Grantor agrees that from time to time, at the expense of such
Grantor, such Grantor will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable,
or that Secured Party may request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, such Grantor will:
(i) upon the request of Secured Party, xxxx conspicuously each item of chattel
paper included in the Accounts, and each of its records pertaining to the
Collateral, with a legend, in form and substance satisfactory to Secured Party,
indicating that such Collateral is subject to the security interest granted
hereby, (ii) at the request of Secured Party, deliver and pledge to Secured
Party hereunder all promissory notes and other instruments all original
counterparts of chattel paper constituting Collateral, duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to Secured Party, (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 Secured Party
may request, in order to perfect and preserve the security interests granted or
purported to be granted hereby, (iv) at any reasonable time and upon the terms
set forth in the Credit Agreement, upon request by Secured Party, exhibit the
Collateral to and allow inspection of the Collateral by Secured Party, or
persons designated by Secured Party, and (v) at Secured Party's reasonable
request, appear in and defend any action or proceeding that may affect Secured
Party's security interest in all or any part of the Collateral.
(b) Each Grantor hereby authorizes Secured Party 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 such Grantor where permitted
by law; PROVIDED HOWEVER, that nothing in this Agreement shall relieve any
Grantor of its continuing obligations to file all necessary financing and
continuation statements in order to perfect and protect the security interests
granted or purported to be granted hereby. Such Grantor agrees that in the event
it does not provide Secured Party with an appropriate executed financing
statement at any time required to do so in accordance with the terms hereof, a
carbon, photographic or other reproduction of this Agreement or of a financing
statement signed by such Grantor shall be sufficient as a financing statement
and may be
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filed as a financing statement in any and all jurisdictions.
(c) Such Grantor will furnish to Secured Party from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as Secured Party may
reasonably request, all in reasonable detail.
(d) Each Grantor will promptly notify Secured Party of any material
event causing loss or depreciation in the value of the Collateral of such
Grantor which is either outside the ordinary course of business of such Grantor
or any event which, in respect of any single such event, causes loss or
depreciation in excess of $100,000 and in respect of any of such events will
also notify Secured Party of the amount of such loss or depreciation.
(e) All certificates or instruments representing or evidencing the
Pledged Collateral shall be delivered to and held by or on behalf of Secured
Party pursuant hereto and shall be in suitable form for transfer by delivery or,
as applicable, shall be accompanied by Grantors' endorsement, where necessary,
or duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Secured Party. The Secured Party shall have the right,
at any time in its discretion and without notice to Grantors, to transfer to or
to register in the name of Secured Party or any of its nominees any or all of
the Pledged Collateral, subject only to the revocable rights specified in
Section 10(a). In addition, Secured Party shall have the right at any time to
exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger denominations.
(f) Subject to subsection 8(b), each Grantor hereby specifically and
irrevocably authorizes and directs every obligor under its respective contracts
and agreements included in the Collateral to make all distributions of payments
due or arising thereunder to Secured Party.
SECTION 6. CERTAIN COVENANTS OF THE GRANTORS. Each Grantor shall:
(a) not use or permit any Collateral to be used unlawfully or in
violation of any provision of this Agreement or any applicable statute,
regulation or ordinance or any policy of insurance covering the Collateral if
the same would result in an Event of Default;
(b) give Secured Party 30 days' prior written notice of any change in
(i) such Grantor's name, identity or corporate structure, (ii) such Grantor's
principal place of business, chief executive office or residence, (iii) the
office where such Grantor keeps its records regarding the Accounts and all
originals of all chattel paper that evidence Accounts and (iv) locations of
Inventory or Equipment (or new locations therefor), in each case, at such other
places in jurisdictions where all action that may be necessary or desirable, or
that Secured Party may request, shall have been taken with respect to the
Collateral affected by any such change in order to perfect and protect any
security interest granted or purported to be granted hereby, or to enable
Secured Party to exercise and enforce its rights and remedies hereunder, with
respect to such Collateral;
(c) except as otherwise permitted by the Credit Agreement, pay promptly
when due all property and other taxes, assessments and governmental charges or
levies imposed upon, and all
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claims (including claims for labor, materials and supplies) against, the
Collateral.
SECTION 7. SPECIAL COVENANTS WITH RESPECT TO INSURANCE. Each Grantor shall, at
its own expense, maintain insurance with respect to the Collateral in accordance
with the terms of the Credit Agreement.
SECTION 8. SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS AND RELATED CONTRACTS.
(a) Each Grantor shall, to the extent it owns any Accounts, maintain
(i) complete records of each Account, including records of all payments
received, credits granted and merchandise returned, and (ii) all documentation
relating thereto, in accordance with its customary practices and procedures for
retention of such information consistent with past practice and shall permit
representatives of Secured Party at any time during normal business hours to
inspect and make abstracts from such records and chattel paper, and such Grantor
agrees for purposes of enabling Secured Party to exercise its rights and
remedies hereunder to render to Secured Party, at such Grantor's cost and
expense, such clerical and other assistance as may be reasonably requested with
regard thereto. Promptly upon the request of Secured Party, such Grantor shall
deliver to Secured Party complete and correct copies of the Related Contracts.
(b) Except as otherwise provided in this subsection (b), each Grantor
shall continue to collect, at its own expense, all amounts due or to become due
to such Grantor under the Accounts and Related Contracts. In connection with
such collections, such Grantor may take (and, upon the occurrence and during the
continuance of an Event of Default, at Secured Party's direction, shall take)
such action as such Grantor or Secured Party may deem necessary or advisable to
enforce collection of amounts due or to become due under the Accounts; PROVIDED,
HOWEVER, that Secured Party shall have the right at any time, upon the
occurrence and during the continuation of an Event of Default or a Potential
Event of Default, to notify the account debtors or obligors under any Accounts
of the assignment of such Accounts to Secured Party and to direct such account
debtors or obligors to make payment of all amounts due or to become due to such
Grantor thereunder directly to Secured Party, to notify each Person maintaining
a lockbox or similar arrangement to which account debtors or obligors under any
Accounts have been directed to make payment to remit all amounts representing
collections on checks and other payment items from time to time sent to or
deposited in such lockbox or other arrangement directly to Secured Party and,
upon such notification and at the expense of such Grantor, to enforce collection
of any such Accounts and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have
done. After receipt by such Grantor of the notice from Secured Party referred to
in the PROVISO to the preceding sentence, (i) all amounts and proceeds
(including checks and other instruments) received by such Grantor in respect of
the Accounts and the Related Contracts shall be received in trust for the
benefit of Secured Party hereunder, shall be segregated from other funds of such
Grantor and shall be forthwith paid over or delivered to Secured Party in the
same form as so received (with any necessary endorsement) to be held as cash
Collateral and applied as provided by Section 16, and (ii) such Grantor shall
not adjust, settle or compromise the amount or payment of any Account, or
release wholly or partly any account debtor or obligor thereof, or allow any
credit or discount thereon.
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(c) No Guarantor will directly or indirectly sell its Accounts.
SECTION 9. SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT.
(a) Except for Equipment which is being repaired or restored in the
ordinary course of business and Equipment in transit between the locations set
forth on SCHEDULE II annexed hereto , each Grantor shall keep the Equipment
owned by it at the locations specified therefor in SCHEDULE II annexed hereto,
or at such locations in a jurisdiction where all actions required by Section 5
shall have been taken with respect to the Equipment.
(b) Each Grantor shall maintain or cause to be maintained to the extent
required by sound business practices all Equipment used by such Grantor in its
business in good repair, working order and condition, ordinary wear and tear
excepted, and shall make all necessary replacements thereof so that the value
and operating efficiency thereof shall at all times be maintained and preserved.
(c) Each Grantor, immediately on demand therefor by Secured Party,
shall deliver to Secured Party any and all evidence of ownership of any of the
Equipment (including, without limitation, certificates of title and applications
for title).
SECTION 10. CONSENSUAL RIGHTS; PAYMENTS ON PLEDGED COLLATERAL; ETC.
(a) So long as no Event of Default shall have occurred and be
continuing:
(i) Each Grantor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Collateral
of such Grantor or any part thereof for any purpose not inconsistent
with the terms of this Agreement, the Credit Agreement or any other
Loan Document;
(ii) Each Grantor shall be entitled to receive and retain any
and all principal and interest paid and dividends or other
distributions in respect of the Pledged Collateral; PROVIDED, HOWEVER,
that any and all principal, interest or other distributions paid or
payable other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Collateral (together with dividends and
other distributions paid or payable in cash in respect of any Pledged
Collateral in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus and cash paid, payable or otherwise
distributed in respect of principal or in redemption of or in exchange
for any Pledged Collateral) shall be, and shall forthwith be delivered
to Secured Party to hold 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 or funds of such Grantor and be
forthwith delivered to Secured Party as Collateral in the same form as
so received (with all necessary endorsements); and
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(iii) Secured Party shall execute and deliver (or cause to be
executed and delivered) to any Grantor all such proxies and other
instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the consensual rights which it is
entitled to exercise pursuant to paragraph (i) above and to receive the
principal or interest payments which it is authorized to receive and
retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default, at the election of Secured Party:
(i) All rights of any Grantor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise
pursuant to subsection 10(a)(i) (subject however to prior FCC consent
to the extent required) and to receive the dividends, principal and
interest payments and any and all payments or distributions which it
would otherwise be authorized to receive and retain pursuant to
subsection 10(a)(ii) shall cease, and all such rights shall thereupon
become vested in Secured Party who shall thereupon have the sole right
to exercise such voting and other consensual rights (subject however to
prior FCC consent to the extent required) and to receive and hold as
Collateral such dividends, principal and interest payments; and
(ii) All dividends, principal and interest payments and other
distributions which are received by any Grantor contrary to the
provisions of paragraph (i) of this subsection 10(b) shall be received
in trust for the benefit of Secured Party, shall be segregated from
other funds of such Grantor and shall forthwith be paid over to Secured
Party as Collateral in the same form as so received (with any necessary
endorsements).
(iii) In order to permit Secured Party to exercise the voting
and other consensual rights which it may be entitled to exercise
pursuant to Section 10(b) (subject however to prior FCC consent to the
extent required) and to receive all dividends, principal and interest
payments and other distributions which it may be entitled to receive
under Section 10(a) or 10(b), Grantors shall promptly execute and
deliver (or cause to be executed and delivered) to Secured Party all
such proxies, dividend payment orders and other instruments as Secured
Party may from time to time reasonably request (subject however to
prior FCC consent to the extent required).
SECTION 11. TRANSFERS AND OTHER LIENS. Other than as permitted by the Credit
Agreement, no Grantor shall (i) sell, assign (by operation of law or otherwise)
or otherwise dispose of any of the Collateral or (ii) except for Permitted
Liens, create or suffer to exist any Lien upon or with respect to any of the
Collateral to secure the indebtedness or other obligations of any Person or
entity.
SECTION 12. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Each Grantor hereby
irrevocably appoints Secured Party as such Grantor's attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor, Secured Party or otherwise, from time to time,
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following the occurrence and during the continuance of an Event of Default, in
Secured Party's discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including without limitation:
(a) to obtain and adjust insurance required to be maintained
by such Grantor or paid to Secured Party pursuant to Section 7;
(b) to ask for, demand, collect, xxx for, recover, compound,
receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral;
(c) to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clauses (a)
and (b) above;
(d) to file any claims or take any action or institute any
proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights
of Secured Party with respect to any of the Collateral;
(e) to pay or discharge taxes or Liens (other than Liens
permitted under this Agreement or the Credit Agreement) levied or
placed upon or threatened against the Collateral, the legality or
validity thereof and the amounts necessary to discharge the same to be
determined by Secured Party in its sole discretion, any such payments
made by Secured Party to become obligations of such Grantor to Secured
Party, due and payable immediately without demand;
(f) to sign and endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with
Accounts and other documents relating to the Collateral;
(g) to file, or cause to be filed, to the extent permitted by
law, such applications for approval and to take all other and further
actions required to obtain any approvals or consents from the FCC
required for the exercise of any right or remedy hereunder; and
(h) generally to sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully
and completely as though Secured Party were the absolute owner thereof
for all purposes, and to do, at Secured Party's option and such
Grantor's expense, at any time or from time to time, all acts and
things that Secured Party deems necessary to protect, preserve or
realize upon the Collateral and Secured Party's security interest
therein in order to effect the intent of this Agreement, all as fully
and effectively as such Grantor might do.
SECTION 13. SECURED PARTY MAY PERFORM. If any Grantor fails to perform any
agreement contained herein, Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Grantors under subsection 10.2 of the
Credit Agreement.
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SECTION 14. STANDARD OF CARE.
(a) The powers conferred on Secured Party hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, Secured Party shall have no duty as to any
Collateral including, without limitation, (a) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Collateral, whether or not Secured Party has or is deemed to
have knowledge or such matters, (b) taking any necessary steps (other than steps
taken in accordance with the standard of care set forth above to maintain
possession of the Collateral) to preserve rights against any parties with
respect to any Collateral, (c) taking any necessary steps to collect or realize
upon the Secured Obligations or any guarantee therefor, or any part thereof, or
any of the Collateral, or (d) initiating any action to protect the Collateral
against the possibility of a decline in market value. Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which Secured Party accords its own property.
(b) Secured Party shall not be liable to any Grantor (i) for any loss
or damage sustained by it, or (ii) for any loss, damage, depreciation or other
diminution in the value of any of the Collateral that may occur as a result of,
in connection with or that is in any way related to (x) any exercise by Secured
Party of any right or remedy under this Agreement or (y) any other act of or
failure to act by Secured Party, except to the extent that the same shall be
determined by a judgment of a court of competent jurisdiction that is final and
not subject to review on appeal, to be the result of acts or omissions on the
part of Secured Party constituting gross negligence or willful misconduct.
(c) NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST SECURED PARTY OR ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR SECURED PARTIES FOR ANY
PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF
ANY BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM THEREFOR IS BASED ON CONTRACT,
TORT OR DUTY IMPOSED BY LAW) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY
RELATED TO THE TRANSACTIONS CONTEMPLATED AND RELATIONSHIP ESTABLISHED BY THIS
AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND
EACH GRANTOR HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX UPON ANY SUCH CLAIM
FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR
SUSPECTED TO EXIST IN ITS FAVOR.
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SECTION 15. REMEDIES.
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(a) If any Event of Default shall have occurred and be continuing,
Secured Party may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein, in the Credit Agreement, any
other agreement between any Grantor and Secured Party or otherwise available to
it, all the rights and remedies of a secured party on default under the Uniform
Commercial Code as in effect in any relevant jurisdiction (the "CODE") (whether
or not the Code applies to the affected Collateral), and also may (i) require
any Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of Secured Party forthwith, assemble all or part of the Collateral
as directed by Secured Party and make it available to Secured Party at a place
to be designated by Secured Party that is reasonably convenient to both parties,
(ii) enter onto the property where any Collateral is located and take possession
thereof with or without judicial process; PROVIDED that notwithstanding the
foregoing, any voting interests of a Station included in Pledged Collateral and
any FCC Licenses and related assets necessary for the operation of a Station
included in the Collateral shall be offered for sale in accordance with
subsection 15(c) below, (iii) prior to the disposition of the Collateral, store,
process, repair or recondition the Collateral or otherwise prepare the
Collateral for disposition in any manner to the extent Secured Party deems
appropriate, (iv) take possession of any Grantor's premises or place custodians
in exclusive control thereof, remain on such premises and use the same and any
of such Grantor's equipment for the purpose of completing any work in process,
taking any actions described in the preceding clause (iii) and collecting any
Secured Obligation, and (v) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Secured Party's offices or elsewhere, for cash, on credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as Secured Party may deem commercially reasonable. Secured Party or
any Lender or Interest Rate Exchanger may be the purchaser of any or all of the
Collateral at any such sale and Secured Party, as agent for and representative
of Lenders (but not any Lender or Lenders or Interest Rate Exchanger or Interest
Rate Exchangers in its or their respective individual capacities unless
Requisite Obligees (as defined in Section 34 shall otherwise agree in writing),
shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at any such
public sale, to use and apply any of the Secured Obligations as a credit on
account of the purchase price for any Collateral payable by Secured Party at
such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or 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.
Each Grantor agrees that, to the extent notice of sale shall be required by law,
at least ten days' notice to such Grantor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute
reasonable notification. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. Each Grantor hereby waives any
claims against Secured Party arising by reason of the fact that the price at
which any Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if Secured Party
accepts the first offer received and does not offer such Collateral to more than
one offeree. If the proceeds of any sale or other disposition of the Collateral
are insufficient to pay all the Secured Obligations, such Grantor shall be
liable for the deficiency and the reasonable fees of any attorneys employed by
Secured Party to collect such deficiency in accordance with Section 17.
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(b) Notwithstanding anything herein to the contrary, but without
limiting in any manner the security interests granted to Secured Party on behalf
of Lenders hereunder in proceeds resulting from the sale or other disposition of
any FCC Licenses or property related thereto, to the extent this Agreement or
any other Loan Document purports to require any Grantor to grant to Secured
Party, on behalf of Lenders, a security interest in the FCC Licenses of any
Grantor, Secured Party, on behalf of Lenders, shall have a security interest in
such FCC Licenses only at such times and to the extent that a security interest
in such licenses is permitted under applicable law. Notwithstanding anything to
the contrary set forth herein, Secured Party, on behalf of Lenders, agrees that
to the extent prior FCC approval is required pursuant to the Communications Act
for (i) the operation and effectiveness of any grant, right or remedy hereunder
or under the other Loan Documents or (ii) taking any action that may be taken by
Secured Party hereunder or under the other Loan Documents, such grant, right,
remedy or actions will be subject to such prior FCC approval having been
obtained by or in favor of Secured Party, on behalf of Lenders (and each Grantor
shall use its best efforts to obtain any such approval as promptly as possible).
Each Grantor agrees that, upon an Event of Default and at Secured Party's
request, each Grantor will, and will cause its Subsidiaries to, immediately
file, or cause to be filed, such applications for approval and shall take all
other and further actions required by the Secured Party, on behalf of Lenders,
to obtain such FCC approvals or consents as are necessary to transfer ownership
and control to Secured Party or trustee or other fiduciary acting in lieu of
Secured Party in order to ensure compliance with Section 310(b) of the
Communication Act, on behalf of Lenders, or their successors or assigns, of the
FCC Licenses held by it or its Subsidiaries.
(c) Grantors recognize that, by reason of certain prohibitions
contained in the Securities Act of 1933, as from time to time amended (the
"SECURITIES ACT"), and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Pledged Collateral
(including, without limitation, any voting interests of a Station included in
the Pledged Collateral) conducted without prior registration or qualification of
such Pledged Collateral under the Securities Act and/or such state securities
laws, to limit purchasers to those who will agree, among other things, to
acquire the Pledged Collateral for their own account, for investment and not
with a view to the distribution or resale thereof. Grantors acknowledge that any
such private sales may be at prices and on terms less favorable than those
obtainable through a public sale without such restrictions (including, without
limitation, a public offering made pursuant to a registration statement under
the Securities Act) and, notwithstanding such circumstances, Grantors agree that
any such private sale shall be deemed to have been made in a commercially
reasonable manner and that Secured Party shall have no obligation to engage in
public sales and no obligation to delay the sale of any Pledged Collateral for
the period of time necessary to permit the issuer thereof to register it for a
form of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to
so register it. Each Grantor agrees to do, or cause to be done, all such other
acts and things as may be necessary to make any sale or sales (whether private
or public) of all or any part of the Pledged Collateral valid and binding and in
compliance with applicable law including, without limitation, filing, or causing
to be filed, such applications for approval as may be required by the FCC or any
other governmental authority.
(d) Grantor and Collateral Secured Party agree that, in the event of
changes in the
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Communications Act, FCC Regulations or any other applicable law occurring after
the date hereof that affect in any manner the Lenders' rights of access to, or
use or sale of, the FCC Licenses, or the procedures necessary to enable the
Lenders to obtain such rights of access, use or sale (including, without
limitation, changes allowing greater access), the Lenders and Grantor, upon
request of the Lenders or the Collateral Secured Party, shall amend this
Agreement and the other Loan Documents in such manner as the Lenders or the
Collateral Secured Party shall reasonably request, in order to provide the
Lenders with such rights to the greatest extent possible consistent with then
applicable laws and FCC Regulations.
(e) Notwithstanding anything in this Agreement to the contrary, Secured
Party shall exercise, or shall refrain from exercising, any remedy provided for
in this Section 15 or otherwise herein in accordance with the instructions of
Requisite Lenders.
(f) Upon the occurrence and during the continuance of an Event of
Default, Secured Party may exercise dominion and control over, and refuse to
permit further withdrawals (whether of money, securities, instruments or other
property) from deposit accounts maintained with Secured Party or any Lender
constituting part of the Collateral.
(f) At any time or times deemed necessary or advisable by Secured Party
or Requisite Lenders, including for purposes of complying with Section 310(b) of
the Communications Act and for purposes of enforcing any right or remedy
hereunder, Secured Party or Requisite Lenders may appoint one or more Persons to
act as a separate agent or co-agent to the full extent permitted by law and in
accordance with such instructions and directions as Secured Party or Requisite
Lenders, as the case may be, may specify. All provisions of this Agreement which
are for the benefit of the Secured Party shall extend to and apply to each
separate agent or co-agent appointed pursuant to the foregoing provisions. The
powers of any separate agent or co-agent shall not exceed those of the Secured
Party hereunder.
SECTION 16. APPLICATION OF PROCEEDS. Except as expressly provided elsewhere in
this Agreement or the Credit Agreement, all proceeds received by Secured Party
in respect of any sale of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of Secured Party, be held by
Secured Party as Collateral for, and/or then, or at any other time thereafter,
applied in full or in part by Secured Party against, the Secured Obligations in
the following order of priority:
FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, and all other expenses, liabilities
and advances made or incurred by Secured Party in connection therewith,
and all fees, expenses, indemnities and other amounts for which Secured
Party is entitled to indemnification hereunder and all advances made by
Secured Party hereunder for the account of any Grantor, and to the
payment of all costs and expenses paid or incurred by Secured Party in
connection with the exercise of any right or remedy hereunder, all in
accordance with Section 17;
SECOND: To the payment of all other Secured Obligations in
accordance with the terms of the Credit Agreement and the other Loan
Documents; and
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THIRD: To the payment to or upon the order of any Grantor, or
to whosoever may be lawfully entitled to receive the same or as a court
of competent jurisdiction may direct, of any surplus then remaining
from such proceeds.
SECTION 17. INDEMNITY AND EXPENSES.
(a) Each Grantor jointly and severally agrees to indemnify Secured
Party from and against any and all claims, losses and liabilities in any way
relating to, growing out of or resulting from this Agreement and the
transactions contemplated hereby (including, without limitation, enforcement of
this Agreement), except to the extent such claims, losses or liabilities result
solely from Secured Party's (or its officer's, employee's or agent's) gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.
(b) Each Grantor jointly and severally agrees to pay to Secured Party
upon demand the amount of any and all reasonable costs and expenses, including
the reasonable fees and expenses of its counsel and of any experts and agents,
that Secured Party may incur in connection with (i) the administration of this
Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of Secured Party hereunder, or (iv)
the failure by any Grantor to perform or observe any of the provisions hereof.
SECTION 18. CONTINUING SECURITY INTEREST. This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until the payment in full of the Secured Obligations and the
cancellation or termination of the Commitments, (b) be binding upon each
Grantor, its successors and assigns, and (c) inure, together with the rights and
remedies of Secured Party hereunder, to the benefit of Secured Party and its
successors, transferees and assigns. Upon the indefeasible payment in full of
all Secured Obligations and the cancellation or termination of the Commitments,
the security interest granted hereby shall terminate and all rights to the
Collateral shall revert to Grantors.
SECTION 19. SECURITY INTEREST ABSOLUTE. All rights of Secured Party and security
interests granted hereunder, and all obligations of each Grantor hereunder,
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Credit
Agreement or any other Loan Document, or any other agreement or
instrument relating to any of the foregoing;
(ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Secured Obligations, or any
other amendment or waiver of or any consent to any departure from the
Credit Agreement or any other Loan Document;
(iii) any exchange, release or non-perfection of any other
collateral, or any
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release or amendment or waiver of or consent to any departure from any
guaranty, for all or any of the Secured Obligations; or
(iv) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, such Grantor or a third party
grantor.
SECTION 20. AMENDMENTS; ETC. No amendment or waiver of any provision of this
Agreement, or consent to any departure by any Grantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by Secured
Party and, in the case of an amendment, each Grantor, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.
SECTION 21. NOTICES. Any notice or other communication herein required or
permitted to be given shall be in writing and may be personally served,
telecopied, telexed or sent by United States mail or courier service and shall
be deemed to have been given when delivered in person or by courier service,
upon confirmation of receipt of telecopy or telex, or three Business Days after
depositing it in the United States mail, registered or certified, with postage
prepaid and properly addressed; PROVIDED that notices to Secured Party shall not
be effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on the signature pages
hereof or such other address as shall be designated by such party in a written
notice delivered to the other parties hereto.
SECTION 22. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or
delay on the part of Secured Party in the exercise of any power, right or
privilege hereunder shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude any other or
further exercise thereof or of any other power, right or privilege. All rights
and remedies existing under this Agreement are cumulative to, and not exclusive
of, any rights or remedies otherwise available.
SECTION 23. PLEDGE, GRANT AND OBLIGATIONS SEVERAL. The pledge and grant of the
Collateral of, and the obligations hereunder of, each Grantor are independent
and several, and may be enforced against such Grantor separately, whether or not
enforcement of any right or remedy hereunder has been sought against any other
Grantor.
SECTION 24. MARSHALLING; PAYMENTS SET ASIDE. Secured Party shall not be under
any obligation to marshal any assets in favor of any Grantor or any other party
or against or in payment of any or all of the Secured Obligations. To the extent
that any Grantor makes a payment or payments to Secured Party or Secured Party
enforces its security interests or exercises its rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or
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required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.
SECTION 25. WAIVER OF HEARING. Each Grantor expressly waives, to the maximum
extent permitted by law, any constitutional or other right to a judicial hearing
prior to the time Secured Party takes possession or disposes of the Collateral
as provided in Section 15 hereof.
SECTION 26. SEVERABILITY. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
SECTION 27. HEADINGS. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
SECTION 28. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT
THAT FEDERAL LAW OR THE UNIFORM COMMERCIAL CODE PROVIDES THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the Credit
Agreement, terms used in Article 9 of the Uniform Commercial Code in the State
of New York are used herein as therein defined.
SECTION 29. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
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OBLIGATION. EACH GRANTOR HEREBY AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDINGS IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO SUCH GRANTOR AT ITS ADDRESS PROVIDED IN THE
APPLICABLE SIGNATURE PAGE HERETO, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH
GRANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO BRING
PROCEEDINGS AGAINST SUCH GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.
SECTION 30. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS,
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION AND THE CREDITOR/DEBTOR RELATIONSHIP THAT IS BEING ESTABLISHED. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation, contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that each has already relied on the waiver in entering into this
Agreement, and that each will continue to rely on the waiver in their related
future dealings. Each party hereto further warrants and represents that each has
reviewed this waiver with its legal counsel, and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, REPLACEMENTS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN. In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the court.
SECTION 31. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
SECTION 32. ADDITIONAL GRANTORS. The initial Grantors hereunder shall be such of
the Subsidiaries of Company as are signatories hereto on the date hereof. From
time to time subsequent to the date hereof, additional Subsidiaries of Company
may become parties hereto, as additional Grantors, by executing a counterpart of
this Agreement substantially in the form of Exhibit A annexed hereto. Upon
delivery of any such counterpart to Secured Party, notice of which
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is hereby waived by Grantors, each such additional Grantor shall be as fully a
party hereto as if such Grantor were an original signatory hereof. Each Grantor
expressly agrees that its joint and several obligations arising hereunder shall
not be affected or diminished by the addition or release of any other Grantor
hereunder, nor by any election of Requisite Lenders not to cause any Subsidiary
of Company to become an additional Grantor hereunder. This Agreement shall be
fully effective as to any Grantor that is or becomes a party hereto regardless
of whether any other Person becomes or fails to become or ceases to be a Grantor
hereunder.
SECTION 33. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of each Grantor and of
Secured Party (including any agent or co-agent thereof); PROVIDED that in no
event may any Grantor assign its interests or obligations hereunder without the
prior written consent of Secured Party.
SECTION 34. SECURED PARTY AS AGENT.
(a) Secured Party has been appointed to act as Secured Party hereunder
by Lenders and, by their acceptance of the benefits hereof, Interest Rate
Exchangers. Secured Party shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including
the release or substitution of Collateral), solely in accordance with this
Agreement and the Credit Agreement; PROVIDED that Secured Party shall exercise,
or refrain from exercising, any remedies provided for in Section 15 in
accordance with the instructions of (i) Requisite Lenders or (ii) after payment
in full of all Obligations under the Credit Agreement and the other Loan
Documents, the holders of a majority of the aggregate notional amount (or, with
respect to any Lender Interest Rate Agreement that has been terminated in
accordance with its terms, the amount then due and payable (exclusive of
expenses and similar payments but including any early termination payments then
due) under such Lender Interest Rate Agreement) under all Lender Interest Rate
Agreements (Requisite Lenders or, if applicable, such holders being referred to
herein as "REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of
this Section 34(a), each Interest Rate Exchanger, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize upon
any of the Collateral hereunder, it being understood and agreed by such Interest
Rate Exchanger that all rights and remedies hereunder may be exercised solely by
Secured Party for the benefit of Lenders and Interest Rate Exchangers in
accordance with the terms of this Section 34(a).
(b) Secured Party shall at all times be the same Person that is Agent
under the Credit Agreement. Written notice of resignation by Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute notice of
resignation as Secured Party under this Agreement; removal of Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute removal as Secured
Party under this Agreement; and appointment of a successor Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute appointment of a
successor Secured Party under this Agreement. Upon the acceptance of any
appointment as Agent under subsection 9.5 of the Credit Agreement by a successor
Agent, that successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed Secured
Party under this Agreement, and the retiring or removed Secured Party under this
Agreement shall promptly (i) transfer to such successor Secured Party all sums,
securities and other
22
23
items of Collateral held hereunder, together with all records and other
documents necessary or appropriate in connection with the performance of the
duties of the successor Secured Party under this Agreement, and (ii) execute and
deliver to such successor Secured Party such amendments to financing statements,
and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Secured Party of the security interests
created hereunder, whereupon such retiring or removed Secured Party shall be
discharged from its duties and obligations under this Agreement. After any
retiring or removed Agent's resignation or removal hereunder as Secured Party,
the provisions of this Agreement shall inure to its benefit as to any actions
taken or omitted to be taken by it under this Agreement while it was Secured
Party hereunder.
[Remainder of page intentionally left blank]
23
24
IN WITNESS WHEREOF, each Grantor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY: REGENT COMMUNICATIONS, INC.
a Delaware corporation
By:
-----------------------------------------
Name:
Title:
REGENT BROADCASTING OF SAN DIEGO, INC.,
REGENT BROADCASTING OF LEXINGTON, INC.,
REGENT BROADCASTING OF CHARLESTON, INC.,
REGENT BROADCASTING OF DAYTON, INC., REGENT
BROADCASTING OF CHICO, INC., REGENT
BROADCASTING OF FLAGSTAFF, INC., REGENT
BROADCASTING OF KINGMAN, INC., REGENT
BROADCASTING OF LAKE TAHOE, INC., REGENT
BROADCASTING OF PALMDALE, INC., REGENT
BROADCASTING OF REDDING, INC., REGENT
BROADCASTING OF VICTORVILLE, INC.,
each a Delaware corporation
By:
-----------------------------------------
Name:
Title:
----------------------------------
of each of the forgoing
REGENT LICENSEE OF SAN DIEGO, INC.,
REGENT LICENSEE OF LEXINGTON, INC.,
REGENT LICENSEE OF CHARLESTON, INC.,
REGENT LICENSEE OF DAYTON, INC.,
each a Delaware corporation
By:
-----------------------------------------
Name:
Title:
----------------------------------
of each of the forgoing
S-1
25
SECURED PARTY: BANK OF MONTREAL, CHICAGO BRANCH,
as Secured Party
By:
-----------------------------------------
Name:
Title:
S-2
26
REGENT ACQUISITION CORP.,
REGENT MERGER CORP.,
each a Delaware corporation
By:
-----------------------------------
Name:
Title:
-----------------------------
of each of the foregoing
S-3
27
SCHEDULE I
PLEDGE AND SECURITY AGREEMENT
Description of Pledged Stock
----------------------------
At November __, 1997
Class Stock Cert. Par Number
Stock Issuer Holder of Stock Number Value of Shares
------------ ------ -------- ------ ----- ---------
Regent Broadcasting
of San Diego, Inc.(1) Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Lexington, Inc.(2) Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Charleston, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Dayton, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Chico, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Flagstaff, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Kingman, Inc. Regent Communications, Inc. Common 1 $1.00 000
Xxxxxx Xxxxxxxxxxxx
xx Xxxx Xxxxx, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Palmdale, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Redding, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Broadcasting
of Victorville, Inc. Regent Communications, Inc. Common 1 $1.00 100
Regent Licensee of Regent Broadcasting of
San Diego, Inc.(1) San Diego, Inc. Common 1 $1.00 100
28
Class Stock Cert. Par Number
Stock Issuer Holder of Stock Number Value of Shares
------------ ------ -------- ------ ----- ---------
Regent Licensee of Regent Broadcasting of
Lexington, Inc.(2) Lexington, Inc. Common 1 $1.00 100
Regent Licensee of Regent Broadcasting of
Charleston, Inc. Charleston, Inc. Common 1 $1.00 100
Regent Licensee of Regent Broadcasting of
Dayton, Inc. Dayton, Inc. Common 1 $1.00 100
Regent Merger Corp. Regent Communications, Inc. Common 1 $1.00 100
Regent Acquisition
Corp. Regent Communications, Inc. Common 1 $1.00 100
---------------
(1) The stock of this corporation was previously pledged to Citicasters Co. and
is being held subject to such pledge. (2) The stock of this corporation was
previously pledged to HMH Broadcasting, Inc. and is being held subject to such
pledge.
Description of Pledged Debt
---------------------------
At June 30, 1997
None.
2
29
SCHEDULE II
PLEDGE AND SECURITY AGREEMENT
Location of Inventory and Equipment:
------------------------------------
Regent Communications, Inc. 00 Xxxx XxxxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Regent Broadcasting of San Diego, Inc. 0000 Xxxxxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxx
Regent Broadcasting of Lexington, Inc. 00 Xxxx XxxxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Office Locations:
-----------------
Regent Broadcasting of San Diego, Inc. 0000 Xxxxxxx Xxxxx Xxxx
and Regent Licensee of San Diego, Inc.: Santee, California
Regent Broadcasting of Lexington, Inc. 00 Xxxx XxxxxXxxxxx Xxxxxxxxx
and Regent Licensee of Lexington, Inc.: Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Regent Broadcasting of Charleston, Inc. 00 XxxxxXxxxxx Xxxxxxxxx
and Regent Licensee of Charleston, Inc.: Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Regent Broadcasting of Dayton, Inc. 00 Xxxx XxxxxXxxxxx Xxxxxxxxx
and Regent Licensee of Dayton, Inc.: Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Regent Broadcasting of Chico, Inc.: 0000 Xxxxxxxx Xxxx, Xxxxx X
Xxxxx, Xxxxxxxxxx 00000
Regent Broadcasting of Flagstaff, Inc.: 0000 X. Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Regent Broadcasting of Kingman, Inc.: 0000 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Regent Broadcasting of Lake Tahoe, Inc.: 0000 X. Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx Xxxxx, Xxxxxxxxxx 00000
30
Regent Broadcasting of Palmdale, Inc.: 000 Xxxxxx Xxxxx, X-0
Xxxxxxxx, Xxxxxxxxxx 00000
Regent Broadcasting of Redding, Inc.: 0000 Xxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Regent Broadcasting of Victorville, Inc.: 00000 Xxxxxx Xxxx, Xxxx. X
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Fictitious Business Names:
--------------------------
Name of Corporation Tradename or Fictitious Business Name
Regent Communications, Inc. JS Communications, Inc.
Regent Broadcasting of San Diego, Inc. KCBQ (AM)
Regent Broadcasting of Lexington, Inc. WXXZ (FM), Z-103
Regent Broadcasting of Charleston, Inc. JS Broadcasting of Charleston, Inc.
Regent Broadcasting of Chico, Inc. KFMF (FM), KPPL (FM), KALF (FM)
Regent Broadcasting of Flagstaff, Inc. KVNA (AM), KVNA (FM), KZGL (FM)
Regent Broadcasting of Kingman, Inc. KAAA (AM), KZZZ (FM)
Regent Broadcasting of Lake Tahoe, Inc. KOWL (AM), KRLT (FM)
Regent Broadcasting of Palmdale, Inc. KVOY (AM), KTPI (FM)
Regent Broadcasting of Redding, Inc. KQMS (AM), KSHA (FM)
Regent Broadcasting of Victorville, Inc. KROY (AM), KATJ (FM)
Regent Licensee of San Diego, Inc. KCBQ (AM)
Regent Licensee of Lexington, Inc. WXXZ (FM), Z-103
Regent Licensee of Charleston, Inc. JS Licensee of Charleston, Inc.
2
31
SCHEDULE III
PLEDGE AND SECURITY AGREEMENT
UCC Financing Statements
------------------------
Name of Corporation Filing Location
------------------- ---------------
As to Regent Communications, Inc. Kentucky Secretary of State
and all Grantors: Kenton County, Kentucky
-and-
As to Regent Broadcasting of San Diego, Inc. California Secretary of State
and Regent Licensee of San Diego, Inc.: San Diego County, California
As to Regent Broadcasting of Lexington, Inc. Xxxxx County, Kentucky
and Regent Licensee of Lexington, Inc.: Fayette County, Kentucky
As to Regent Broadcasting of Charleston, Inc. S. Carolina Secretary of State
and Regent Licensee of Charleston, Inc.:
As to Regent Broadcasting of Chico, Inc.: California Secretary of State
As to Regent Broadcasting of Flagstaff, Inc.: Arizona Secretary of State
As to Regent Broadcasting of Kingman, Inc.: Arizona Secretary of State
As to Regent Broadcasting of Lake Tahoe, Inc.: California Secretary of State
Nevada Secretary of State
As to Regent Broadcasting of Palmdale, Inc.: California Secretary of State
As to Regent Broadcasting of Redding, Inc.: California Secretary of State
As to Regent Broadcasting of Victorville, Inc.: California Secretary of State
As to Regent Broadcasting of Dayton, Inc. Ohio Secretary of State
and Regent Licensee of Dayton, Inc.: Xxxxxxxxxx County, Ohio
32
EXHIBIT A
[FORM OF COUNTERPART AND ACKNOWLEDGMENT
TO SECURITY AGREEMENT]
This COUNTERPART AND ACKNOWLEDGMENT TO SECURITY AGREEMENT (this
"COUNTERPART") is dated as of _________________, [199_] [200_] and is made with
reference to that certain Pledge and Security Agreement dated as of November 14,
1997 (as previously amended, restated, supplemented or modified and as it may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, THE "PLEDGE AND SECURITY Agreement"; capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Pledge and
Security Agreement) among Regent Communications, Inc., ("COMPANY") and the
Subsidiaries of Company that have become parties thereto (the "EXISTING
SUBSIDIARIES" and collectively, the Company and the Existing Subsidiaries are
the "EXISTING GRANTORS"), as grantors in favor of Bank of Montreal, Chicago
Branch, as Secured Party for the financial institutions party to the Credit A
Agreement (the "LENDERS").
By execution of this Counterpart, [NEW SUBSIDIARY], a _____________
("NEW SUBSIDIARY") agrees to become a party to the Pledge and Security Agreement
as a Grantor for all purposes thereunder and under the other Loan Documents and
to be jointly and severally liable for all obligations to the full extent set
forth therein. Without limiting the foregoing, as security for its respective
Secured Obligations, New Subsidiary hereby pledges to Secured Party for the
benefit of Lenders, and here by grants to Secured Party for the benefit of
Lenders, a First Priority security interest in all of such New Subsidiary's
right, title and interest in and to the Collateral and the Pledged Collateral
whether now owned or hereafter existing or in which New Subsidiary now has or
hereafter acquires an interest and wherever the same shall be located and all
proceeds thereof.
Annexed hereto are supplements to the Schedules for the Pledge and
Security Agreement (which Schedules shall hereafter include such supplements),
setting forth in each instance the information necessary to make such Schedules
true, correct and complete and not misleading as a result of the addition of New
Subsidiary as a Grantor thereunder.
New Subsidiary hereby represents and xxxx to Secured Party that the
representations and warranties applicable to New Subsidiary under the Pledge and
Security Agreement, as supplemented by the Schedule supplements annexed hereto,
are true, correct and complete in all material respects to the same extent as
though made on and as of the date hereof, and as of the Counterpart Effective
Date (as defined below), except to the extent such representations and
warranties specifically relate to an earlier date, in which case they are true,
correct and complete in all material respects as of such earlier date.
Exh. A-1
33
THIS COUNTERPART SHALL BE GOVERN BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Counterpart may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document and, pursuant to the terms of the Pledge and Security Agreement, all
such counterparts shall be attached to, and be a part of, the Pledge and
Security Agreement.
This Counterpart shall become effective (such date being the
"COUNTERPART EFFECTIVE DATE") upon the execution of a counterpart hereof by each
of the parties hereto and receipt by Secured Party of written or telephone
notification if such execution and authorization of delivery thereof
IN WITNESS WHEREOF, New Subsidiary has caused this Counterpart to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first written above.
[NEW SUBSIDIARY]
By:
------------------------------------
Name:
Title:
Xxx. X-0
00
XXXXXXXXXXXXXX. Each of the undersigns Grantors hereby consents to this
Counterpart and agrees that each Loan Document to which it is a party shall
continue in full force and effect and shall be valid and enforceable, is hereby
ratified and confirmed and shall not be impaired or limited by the execution and
delivery of this Counterpart.
EXISTING GRANTORS:
REGENT COMMUNICATIONS, INC.
a Delaware corporation
By:
----------------------------------------
Name:
Title:
REGENT BROADCASTING OF SAN DIEGO, INC.,
REGENT BROADCASTING OF LEXINGTON, INC.,
REGENT BROADCASTING OF CHARLESTON, INC.,
REGENT BROADCASTING OF DAYTON, INC.,
REGENT BROADCASTING OF CHICO, INC.,
REGENT BROADCASTING OF FLAGSTAFF, INC.,
REGENT BROADCASTING OF KINGMAN, INC.,
REGENT BROADCASTING OF PALMDALE, INC.,
REGENT BROADCASTING OF REDDING, INC.,
REGENT BROADCASTING OF VICTORVILLE, INC.,
each Delaware corporation
By:
----------------------------------------
Name:
Title:
-----------------------------
of each of the foregoing
Exh. A-3
35
REGENT LICENSEE OF SAN DIEGO, INC.
REGENT LICENSEE OF LEXINGTON, INC.
REGENT LICENSEE OF CHARLESTON, INC.,
REGENT LICENSEE OF DAYTON, INC.,
each a Delaware corporation
By:
----------------------------------------
Name:
Title:
-----------------------------
of each of the foregoing
SECURED PARTY: BANK OF MONTREAL, CHICAGO BRANCH,
as Secured Party
By:
By:
----------------------------------------
Name:
Title:
Xxx. X-0
