EXHIBIT 10.10
PLEDGE AND SECURITY AGREEMENT
made by
NEXSTAR FINANCE, L.L.C.
NEXSTAR BROADCASTING GROUP, L.L.C.
NEXSTAR BROADCASTING OF ABILENE, INC.
NEXSTAR BROADCASTING OF BEAUMONT/ PORT ▇▇▇▇▇▇, INC.
NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
ERC HOLDINGS, INC.
NEXSTAR BROADCASTING OF ERIE, INC.
NEXSTAR BROADCASTING OF JOPLIN, INC.
NEXSTAR BROADCASTING OF LOUISIANA, INC.
NEXSTAR BROADCASTING OF MIDLAND-ODESSA, INC.
NEXSTAR MIDWEST HOLDINGS, INC.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC.
NEXSTAR BROADCASTING OF PEORIA, INC.
NEXSTAR BROADCASTING OF ROCHESTER, INC.
NEXSTAR BROADCASTING OF WICHITA FALLS, INC.
NEXSTAR FINANCE HOLDINGS, INC.
NEXSTAR FINANCE HOLDINGS, L.L.C.
NEXSTAR BROADCASTING OF ABILENE, L.L.C.
NEXSTAR BROADCASTING OF BEAUMONT/ PORT ▇▇▇▇▇▇, L.L.C.
NEXSTAR BROADCASTING OF CHAMPAIGN, L.L.C.
ENTERTAINMENT REALTY CORPORATION
NEXSTAR BROADCASTING OF ERIE, L.L.C.
NEXSTAR BROADCASTING OF JOPLIN, L.L.C.
NEXSTAR BROADCASTING OF LOUISIANA, L.L.C.
NEXSTAR BROADCASTING OF MIDLAND-ODESSA, L.L.C.
NEXSTAR BROADCASTING OF THE MIDWEST, INC.
NEXSTAR BROADCASTING GROUP, INC.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, L.L.C.
NEXSTAR FINANCE, INC.
NEXSTAR BROADCASTING OF PEORIA, L.L.C.
NEXSTAR BROADCASTING OF ROCHESTER, L.L.C.
NEXSTAR BROADCASTING OF WICHITA FALLS, L.L.C.
in favor of
BANK OF AMERICA, N.A.,
as Collateral Agent
Dated as of January 12, 2001
PLEDGE AND SECURITY AGREEMENT
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THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made and entered
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into effective as of January 12, 2001 by and among Nexstar Broadcasting Group,
L.L.C., a Delaware limited liability company (the "Parent"), and the direct or
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indirect subsidiaries of the Parent from time to time parties hereto (each, a
"Pledgor" and, together with the other signatories hereto and such other
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entities from time to time parties hereto pursuant to Section 32 hereof,
collectively, the "Pledgors") in favor of Bank of America, N.A., as Collateral
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Agent (in such capacity, the "Pledgee").
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RECITALS:
A. Nexstar Finance, L.L.C., a Delaware limited liability company (the
"Borrower"), is a party to that certain Credit Agreement, dated as of even date
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herewith (as the same may be amended, supplemented or otherwise modified from
time to time, including, without limitation, all extensions, renewals,
restatements, rearrangements and refundings thereof, the "Credit Agreement"),
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among the Borrower, the Parent, certain Subsidiaries of the Parent from time to
time parties thereto, the several financial institutions from time to time
parties thereto (the "Banks"), Bank of America, N.A. as Administrative Agent for
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the Banks (in such capacity and together with its successors in such capacity in
such capacity, the "Administrative Agent"), Barclays Bank PLC as Syndication
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Agent and First Union National Bank as Documentation Agent, pursuant to which
the Banks have severally agreed to make loans to the Borrower, and Bank of
America, N.A. (the "Issuing Bank" and, together with the Banks, the
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Administrative Agent and the Collateral Agent, collectively, the "Bank
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Creditors") has agreed to issue letters of credit for the account of, the
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Borrower, upon the terms and conditions set forth therein. Capitalized terms
used but not defined herein have the meanings assigned to such terms in such
Credit Agreement.
B. The Borrower may also from time to time be party to one or more
Interest Rate Protection Agreements with any Bank or an Affiliate of any Bank
(even if any such Bank ceases to be a Bank under the Credit Agreement for any
reason), and their successors and assigns, if any (collectively, the "Interest
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Rate Protection Creditors") providing for protection against fluctuations in
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interest rates.
C. Each Pledgor (other than the Borrower) has guaranteed the obligations
and liabilities of the Borrower under the Loan Documents and the Interest Rate
Protection Agreements pursuant to Guaranty Agreements, dated as of even date
herewith (the "Nexstar Guaranties"), made by such Pledgors to and in favor of
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the Guaranteed Parties (as defined therein).
D. Each Pledgor has also guaranteed certain obligations and liabilities
of Bastet Broadcasting, Inc. ("Bastet") and Mission Broadcasting of Wichita
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Falls, Inc. ("Mission Wichita Falls" and, together with Bastet, collectively,
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the "Bastet/Mission Borrowers") pursuant to a Guaranty Agreement, dated as of
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even date herewith (the "Bastet/Mission Guaranty"), made by such Pledgor to and
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in favor of the Guaranteed Parties (as defined therein, herein called the
"Bastet/Mission Guaranteed Parties"), which obligations and liabilities arise in
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connection with
(i) that certain Credit Agreement, dated as of even date herewith (as the same
may be amended, supplemented or otherwise modified from time to time, including,
without limitation, all extensions, renewals, restatements, rearrangements and
refundings thereof, the "Bastet/Mission Credit Agreement"), among the
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Bastet/Mission Borrowers, the several financial institutions from time to time
parties thereto, Bank of America, N.A. as Administrative Agent, Barclays Bank
PLC as Syndication Agent and First Union National Bank as Documentation Agent,
and (ii) certain interest rate protection agreements.
E. Each Pledgor has further guaranteed certain obligations and
liabilities of ▇▇▇▇▇ ▇. ▇▇▇▇, an individual residing in Tarrant County, Texas
("Sook") pursuant to a Guaranty Agreement, dated as of January 5, 1998 (the
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"Management Loan Guaranty"), made by such Pledgors to and in favor of Bank of
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America, N.A. (f/k/a Bank of America National Trust and Savings Association and
hereinafter referred to as the "Management Loan Creditor"), which obligations
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and liabilities arise in connection with that certain Loan Agreement, dated as
of January 5, 1998 (as amended by that certain Amendment No. 1 to Individual
Loan Agreement dated as of January 12, 1998, that certain Amendment No. 2 to
Individual Loan Agreement dated as of August 12, 1998, and as the same may be
further amended, supplemented or otherwise modified from time to time,
including, without limitation, all extensions, renewals, restatements,
rearrangements and refundings thereof, the "Management Loan Agreement"), between
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Sook and the Management Loan Creditor. The Management Loan Creditor, the Bank
Creditors, the Interest Rate Protection Creditors, the Bastet/Mission Guaranteed
Parties and the Pledgee are hereinafter from time to time collectively referred
to as the "Secured Creditors".
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F. It is a condition precedent to each of the above-described extensions
of credit that are to be made on or after the date hereof that the Pledgors
execute and deliver this Agreement in favor of the Pledgee.
G. Accordingly, each Pledgor desires to execute this Agreement in order
to satisfy each such condition.
NOW, THEREFORE, for good and valuable consideration, each Pledgor hereby
agrees with the Pledgee for the benefit of the Secured Creditors as follows:
1. Defined Terms. The following terms shall have the meanings herein
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specified unless the context otherwise requires. Such definitions shall be
equally applicable to the singular and plural forms of the terms defined.
"Acceleration Event" means the acceleration prior to the stated final
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maturity of, or the failure to pay at stated final maturity, any of the
Primary Obligations (as defined in Section 18(b)), provided, that any such
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Acceleration Event shall cease to exist upon payment in full of the Primary
Obligations so accelerated or not paid.
"Agreement" means this Pledge and Security Agreement, as it may be
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amended, restated, supplemented or otherwise modified from time to time.
"Bankruptcy Default" means any Event of Default with respect to any
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Pledgor pursuant to Section 9.01(f) or (g) of the Credit Agreement or under
any analogous
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provision of the Interest Rate Protection Agreements, the Bastet/Mission
Guaranty or the Management Loan Guaranty.
"Class" means each class of the Secured Creditors, i.e., whether (i)
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the Bank Creditors as holders of the Loan Document Obligations (as defined
in Section 3(a)), or (ii) the Interest Rate Protection Creditors as holders
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of the Interest Rate Protection Obligations (as defined in Section 3(a)),
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or (iii) the Management Loan Creditor, as holder of the Management Loan
Guaranty Obligations (as defined in Section 3(a)) or (iv) the
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Bastet/Mission Creditors, as holders of the Bastet/Mission Guaranty
Obligations (as defined in Section 3(a)).
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"Event of Default" means each Event of Default under, and as defined
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in, the Credit Agreement or an event of default under any other Secured
Debt Document.
"Lien Termination Date" shall be the date on which (i) all Obligations
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under the Credit Agreement and the other Loan Documents (other than
indemnities for which no request for payment has been made) have been paid
in full and all Letters of Credit and commitments thereunder have been
terminated and the obligations of the Pledgors under the Management Loan
Guaranty and the Bastet/Mission Guaranty have terminated or (ii) the
Pledgee and, to the extent required by Section 11.01(a)(vii) of the Credit
Agreement, each of the Banks shall have released all of the Pledged
Collateral.
"Limited Liability Company Assets" means all assets, whether tangible
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or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interests in other
limited liability companies), at any time owned or represented by any LLC
Interest.
"LLC Interests" means all limited liability company interests at any
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time owned by any Pledgor of any limited liability company.
"Notes" means (i) all promissory notes at any time issued to any
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Pledgor by any other Pledgor and (ii) all other promissory notes from time
to time issued to, or held by, each Pledgor.
"Notified Acceleration Event" means any Acceleration Event with
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respect to which the Majority Banks have given written notice to the
Administrative Agent that a Notified Acceleration Event exists, provided
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that such written notice may only be given if such Acceleration Event is
continuing and, provided, further, that any such Notified Acceleration
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Event shall cease to exist once there is no longer any Acceleration Event
with respect thereto in existence.
"Ownership Interests" means all of the Securities, Partnership
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Interests and LLC Interests.
"Partnership Assets" means all assets, whether tangible or intangible
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and whether real, personal or mixed (including, without limitation, all
partnership capital and interests in other partnerships), at any time owned
or represented by any Partnership Interest.
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"Partnership Interests" means all partnership interests at any time
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owned by any Pledgor of any partnership.
"Pledged Collateral" means all Pledged Ownership Interests together
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with all proceeds thereof, including any securities and moneys received and
at the time held by the Pledgee hereunder.
"Pledged Corporation" means any corporation, any stock of which is
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pledged by any Pledgor hereunder.
"Pledged Limited Liability Company" means any limited liability
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company, any units or limited liability company interests of which are
pledged by any Pledgor hereunder.
"Pledged LLC Interests" means all LLC Interests pledged or required to
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be pledged hereunder.
"Pledged Notes" means all Notes at any time pledged or required to be
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pledged hereunder.
"Pledged Ownership Interests" means all Pledged Securities, Pledged
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Partnership Interests and Pledged LLC Interests.
"Pledged Partnership" means any partnership any partnership interests
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of which are pledged by any Pledgor hereunder.
"Pledged Partnership Interests" means all Partnership Interests
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pledged or required to be pledged hereunder.
"Pledged Securities" means all Pledged Stock and all Pledged Notes.
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"Pledged Stock" means all Stock at any time pledged or required to be
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pledged hereunder.
"Requisite Creditors" of any Class means (i) with respect to the Loan
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Document Obligations, the holders of more than 50% of all such obligations
outstanding from time to time under the Loan Documents, (ii) with respect
to the Interest Rate Protection Obligations, the holders of more than 50%
of all such obligations outstanding from time to time under the Interest
Rate Protection Agreements, (iii) with respect to the Management Loan
Guaranty Obligations, the Management Loan Creditor, and (iv) with respect
to the Bastet/Mission Guaranty Obligations, the holders of more than 50% of
the Bastet/Mission Guaranty Obligations.
"Refinanced Credit Facility" means that certain Second Amended and
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Restated Credit Agreement dated as of June 1, 1999, among Nexstar
Broadcasting Group, Inc., Nexstar Broadcasting of Wichita Falls, L.P.,
Entertainment Realty Corporation, Nexstar Broadcasting of Northeastern
Pennsylvania, L.P., Nexstar Broadcasting of Joplin, L.P., Nexstar
Broadcasting of Erie, L.P., Nexstar Broadcasting of Beaumont/Port Arthur,
L.P.,
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Nexstar Broadcasting of the Midwest, Inc., Nexstar Broadcasting of
Rochester, L.L.C., Nexstar Broadcasting of Abilene, L.L.C., as Borrowers,
Nexstar Broadcasting Group, L.L.C., as Guarantor, various banks, Bank of
America, N.A. as Administrative Agent and Issuing Bank, First Union
National Bank, as Syndication Agent and BankBoston, N.A., as Documentation
Agent.
"Secured Debt Documents" means (i) the Credit Agreement, (ii) the
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Bastet/Mission Credit Agreement, (iii) the other Loan Documents (as defined
in each of the Credit Agreement and the Bastet/Mission Credit Agreement),
(iv) the Interest Rate Protection Agreements, and (v) the Management Loan
Guaranty.
"Securities" means all of the Stock and Notes.
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"Stock" means (i) with respect to corporations incorporated under the
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laws of the United States or any state or territory thereof (each a
"Domestic Corporation"), all of the issued and outstanding shares of
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capital stock of any Domestic Corporation at any time owned by any Pledgor
and (ii) with respect to corporations not Domestic Corporations (each a
"Foreign Corporation"), all of the issued and outstanding shares of capital
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stock of any Foreign Corporation at any time directly owned by any Pledgor,
provided that such Pledgor shall not be required to pledge hereunder more
than 65% of the total combined voting power of all classes of capital stock
of any Foreign Corporation entitled to vote.
2. Pledge. Each Pledgor hereby pledges to the Pledgee for the benefit of
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each of the Secured Creditors, and grants to the Pledgee for the benefit of each
of the Secured Creditors, a first priority security interest in, the following:
(a) (i) All of the Securities outstanding on the date hereof;
(ii) all additional Securities from time to time acquired (by
purchase, stock dividend or otherwise) at any time or from time to
time after the date hereof by such Pledgor and any other securities,
options or rights received by such Pledgor pursuant to any
reclassification, reorganization, increase or reduction of capital or
stock dividend or in substitution of or in exchange for any of the
Securities so that all of the issued and outstanding capital stock of
any corporation owned by such Pledgor will continue to be pledged to
the Pledgee; provided that no Pledgor shall be required at any time to
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pledge hereunder (x) any promissory notes issued to such Pledgor by
any Subsidiary of such Pledgor which is a Foreign Corporation, or (y)
any Stock which represents more than 65% of the total combined voting
power of all classes of capital stock of any Foreign Corporation
entitled to vote;
(iii) the certificates or instruments representing the
Securities referred to in clauses (a)(i) and (a)(ii) above; and
(iv) all dividends, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise
distributed or distributable in
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respect of or in exchange for any or all of the Securities referred to
in clauses (a)(i) and (a)(ii) above.
(b) All of the Partnership Interests and all of such Pledgor's right,
title and interest in each Pledged Partnership, including without
limitation:
(i) all the capital thereof and such Pledgor's interest in all
profits, losses, Partnership Assets and other distributions (other
than distributions not prohibited by Section 8.10 of the Credit
Agreement) to which such Pledgor shall at any time be entitled in
respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in
respect of such Partnership Interests, whether under any limited
partnership agreement or otherwise, and whether as contractual
obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority,
options, security interest, liens and remedies, if any, under any
limited partnership agreement or at law or otherwise in respect of
such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor
against any Pledged Partnership for moneys loaned or advanced, for
services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership
agreement or at law to exercise and enforce every right, power,
remedy, authority, option and privilege of such Pledgor relating to
such Partnership Interest, including any power to terminate, cancel or
modify any general or limited partnership agreement, to execute any
instruments and to take any and all other action on behalf of and in
the name of such Pledgor in respect of such Partnership Interests and
any Pledged Partnership, to make determinations, to exercise any
election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, amendment, waiver or
approval, together with full power and authority to demand, receive,
enforce, collect, or receipt for any of the foregoing or for any
Partnership Asset, to enforce or execute any checks, or other
instruments or orders, to file any claims and to take any action in
connection with any of the foregoing;
(vi) all other property hereafter delivered in substitution for
or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all
cash, securities, interest, dividends, rights and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;
(vii) all additional Partnership Interests at any time or from
time to time after the date hereof acquired by such Pledgor in any
manner; and
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(viii) to the extent not otherwise included, all proceeds of any
or all of the foregoing.
(c) All of the LLC Interests and all of such Pledgor's right, title
and interest in each Pledged Limited Liability Company, including without
limitation:
(i) all the capital thereof and such Pledgor's interest in all
profits, losses, Limited Liability Company Assets (as defined below)
and other distributions (other than distributions not prohibited by
Section 8.10 of the Credit Agreement) to which such Pledgor shall at
any time be entitled in respect of such LLC Interests;
(ii) all other payments due or to become due to such Pledgor in
respect of such LLC Interests, whether under any limited liability
company agreement or otherwise, and whether as contractual
obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority,
options, security interest, liens and remedies, if any, under any
limited liability company agreement or at law or otherwise in respect
of such LLC Interests;
(iv) all present and future claims, if any, of such Pledgor
against any Pledged Limited Liability Company for moneys loaned or
advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any limited liability
company agreement or at law to exercise and enforce every right,
power, remedy, authority, option and privilege of such Pledgor
relating to such LLC Interests, including any power to terminate,
cancel or modify any limited liability company agreement, to execute
any instruments and to take any and all other action on behalf of and
in the name of such Pledgor in respect of such LLC Interests and any
Pledged Limited Liability Company, to make determinations, to exercise
any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, amendment, waiver or
approval, together with full power and authority to demand, receive,
enforce, collect, or receipt for any of the foregoing or for any
Limited Liability Company Asset, to enforce or execute any checks, or
other instruments or orders, to file any claims and to take any action
in connection with any of the foregoing;
(vi) all other property hereafter delivered in substitution for
or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all
cash, securities, interest, dividends, rights and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;
(vii) all additional LLC Interests at any time or from time to
time after the date hereof acquired by such Pledgor in any manner; and
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(viii) to the extent not otherwise included, all proceeds of any
or all of the foregoing.
3. Security for Obligations. This Agreement is made by each Pledgor for
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the benefit of the Secured Creditors to secure:
(a) the full and prompt payment and performance when due, whether at
stated maturity, by acceleration or otherwise, of (i) all obligations
(including obligations which, but for the automatic stay under Section
362(a) of the Bankruptcy Code, would become due) and liabilities of such
Pledgor to the Bank Creditors, now existing or hereafter incurred under,
arising out of or in connection with any Loan Document to which such
Pledgor is a party and due performance and compliance by such Pledgor with
the terms of each such Loan Document to which such Pledgor is a party (the
"Loan Document Obligations"), (ii) all obligations (including obligations
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which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities of such Pledgor to the Interest
Rate Protection Creditors, now existing or hereafter incurred under,
arising out of or in connection with the Interest Rate Protection
Agreements, including all obligations of such Pledgor under any Guaranty in
respect of the Interest Rate Protection Agreements (the "Interest Rate
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Protection Obligations"), (iii) all obligations (including obligations
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which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities of such Pledgor to the Management
Loan Creditor, now existing or hereinafter incurred under, arising out of
or in connection with the Management Loan Guaranty (the "Management Loan
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Guaranty Obligations"); and (iv) all obligations (including obligations
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which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities of such Pledgor to the
Bastet/Mission Creditors, now existing and hereafter incurred under,
arising out of or in connection with the Bastet/Mission Guaranty (the
"Bastet/Mission Guaranty Obligations");
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(b) any and all sums advanced by the Pledgee in order to preserve the
Pledged Collateral or preserve its security interest in the Pledged
Collateral;
(c) in the event of any proceeding for the collection or enforcement
of any indebtedness, obligations, or liabilities referred to in clauses (a)
and (b) above, so long as an Event of Default (such term, as used in this
Agreement shall in any event include, without limitation, any payment
default (after the expiration of any applicable grace period) of any
Obligations (as defined below)) shall have occurred and be continuing, the
reasonable expenses of retaking, holding, preparing for sale or lease,
selling or otherwise disposing or realizing on the Pledged Collateral, or
of any exercise by the Pledgee of its rights hereunder (including, without
limitation, all transfer taxes (other than income and franchise taxes)
arising as a result of any dissolution of a Pledged Partnership or Pledged
Limited Liability Company), together with reasonable attorneys' fees and
court costs; and
(d) all amounts paid by any Secured Creditor to which such Secured
Creditor has the right to reimbursement under Sections 20 and 21 of this
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Agreement;
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all such obligations, liabilities, sums and expenses set forth in clauses (a)
through (d) of this Section 3 being collectively called the "Obligations", it
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being acknowledged and agreed that the Obligations shall include extensions of
credit described above, whether outstanding on the date of this Agreement or
extended from time to time after the date of this Agreement.
4. Delivery of Pledged Collateral; Uncertificated Ownership Interests.
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(a) All certificates or instruments representing or evidencing the
Pledged Collateral are simultaneously herewith being delivered to the
Pledgee to be held by or at the direction of the Pledgee pursuant hereto
and are to be accompanied by duly executed instruments of transfer or
assignment, endorsed in blank in the case of promissory notes and
accompanied by undated stock powers duly executed in blank by the
respective Pledgor (and accompanied by any transfer tax stamps required in
connection with the pledge of Stock, with signatures appropriately
guaranteed to the extent required) in the case of capital stock, or such
other instruments of transfer as are reasonably acceptable to the Pledgee.
The Pledgee shall have the right, at any time in its reasonable discretion
and without notice to any Pledgor, to (i) transfer to any of its nominees
any or all of the Pledged Collateral, subject only to the revocable rights
specified in Section 8(a) of this Agreement and to applicable law and (ii)
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if an Event of Default shall have occurred and be continuing, to register
any or all of the Pledged Collateral in its own name. In addition, the
Pledgee 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.
(b) Notwithstanding anything to the contrary contained in clause (a)
above, if any Pledged Ownership Interests (whether now owned or hereafter
acquired) are uncertificated securities, uncertificated partnership
interests or uncertificated limited liability company interests, as the
case may be, the respective Pledgor shall promptly notify the Pledgee
thereof, and shall promptly take all actions required to perfect the
security interest of the Pledgee under applicable law (including, in any
event, under Article 8 or 9 of the New York Uniform Commercial Code, if
applicable). Each Pledgor further agrees to take such actions as the
Pledgee reasonably deems necessary or desirable to effect the foregoing and
to permit the Pledgee to exercise any of its rights and remedies hereunder,
and agrees to provide an opinion of counsel reasonably satisfactory to the
Pledgee with respect to any such pledge of uncertificated Ownership
Interests promptly upon request of the Pledgee.
5. Representations and Warranties. Each Pledgor represents and warrants
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as follows:
(a) All of the Stock owned by such Pledgor on the date hereof is
described under such Pledgor's name in Schedule A hereto, which Stock
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consists of the number and class of Stock and constitutes the percentage
ownership of each class of Stock of the relevant Pledged Corporation as is
described in Schedule A hereto.
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(b) All of the Notes owned by such Pledgor on the date hereof are
described under such Pledgor's name in Schedule A hereto.
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(c) All of the Partnership Interests owned by such Pledgor on the
date hereof are described under such Pledgor's name in Schedule A hereto,
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which Partnership Interests consist of the number and class of Partnership
Interests and constitute the percentage ownership of each class of
Partnership Interests of the relevant Pledged Partnership as is described
on Schedule A hereto.
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(d) All of the LLC Interests held by such Pledgor on the date hereof
are described under such Pledgor's name in Schedule A hereto, which LLC
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Interests consist of the number and class of LLC Interests and constitute
the percentage ownership of each class of LLC Interests of the relevant
Pledged Limited Liability Company as is described on Schedule A hereto.
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(e) All of the shares and interests of Pledged Stock, Pledged
Partnership Interests and Pledged LLC Interests hereunder (i) have been
duly authorized and validly issued (ii) are fully paid and non-assessable
and (iii) are not subject to any options, warrants, calls, preemptive
rights or commitments of any character whatsoever relating to any of the
Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests other
than options in favor of the Parent and (x) the Permitted Holdings
Preferred Equity, (y) the Permitted Borrower Preferred Equity and (z) the
Permitted Permanent Holdings Preferred Equity.
(f) Such Pledgor is the sole record and beneficial owner of the
Pledged Collateral pledged by it hereunder, and has good and marketable
title thereto, free and clear of any Lien except for (i) the Lien created
by this Agreement and (ii) Permitted Liens.
(g) Such Pledgor has full power, authority, legal right and requisite
authority to pledge, assign, transfer and deliver the Pledged Collateral
being pledged by it to the Pledgee as provided herein.
(h) This Agreement has been duly authorized, executed and delivered
by such Pledgor and constitutes a legal, valid and binding obligation of
such Pledgor, enforceable against such Pledgor in accordance with its terms
except as enforcement may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally or
by equitable principles of general applicability.
(i) The pledge, assignment and delivery to the Pledgee by such
Pledgor of Pledged Collateral pursuant to this Agreement creates a valid
and, upon the filing of any UCC-1 financing statements required to be filed
under Article 9 of the Uniform Commercial Code as in effect in any relevant
jurisdictions on the date hereof, perfected first priority security
interest in such Pledged Collateral and the proceeds thereof securing the
payment of the Obligations, and subject to no prior lien or encumbrance or
to any agreement purporting to grant to any third party a lien or
encumbrance on the property or assets of such Pledgor which would include
such Pledged Collateral (other than Permitted Liens).
10
(j) No consent, authorization, approval, or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is
required either (i) for the pledge by such Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by such Pledgor or (ii) for the exercise by
the Pledgee of the voting or other rights provided for in this Agreement or
the remedies in respect of the Pledged Collateral pursuant to this
Agreement (except as may be required (x) in connection with such
disposition by laws affecting the offering and sale of securities generally
and (y) by the Communications Act of 1933, as amended, and the rules,
regulations and policies of the FCC).
(k) The execution, delivery and performance of this Agreement is not
in conflict with and does not violate any material instrument or agreement
to which such Pledgor is a party or by which such Pledgor is bound.
(l) To each Pledgor's knowledge, each of the Pledged Notes
constitutes, or when executed by the obligor thereof, will constitute, the
legal, valid and binding obligation of such obligor, enforceable in
accordance with its terms, except to the extent that the enforceability
thereof may by limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).
(m) Each limited partnership agreement or limited liability company
agreement is the legal, valid and binding obligation of the parties
thereto, enforceable in accordance with its terms and, together with this
Agreement, contains the entire agreement among the Pledgors relating to the
subject matter thereof. No Pledgor is in default in the payment of any
portion of any mandatory capital contribution, if any, required to be made
under any limited partnership agreement or limited liability company
agreement to which such Pledgor is a party, and no Pledgor is in violation
of any other material provisions of any partnership agreement or limited
liability company agreement to which such Pledgor is a party, or otherwise
in default or violation thereunder. At no time in the past has any Pledgor
been in default for the payment of any portion of a mandatory capital
contribution or in violation of any other material provisions of any
limited partnership agreement or limited liability company agreement to
which such Pledgor is a party or otherwise in default or violation
thereunder other than those which have been cured or waived prior to the
date of this Agreement. No Pledged Partnership Interest or Pledged LLC
Interest is subject to any defense, offset or counterclaim, nor have any of
the foregoing been asserted or alleged against such Pledgor by any Person
with respect thereto. There are no certificates, instruments, documents or
other writings (other than the limited partnership agreements and
certificates delivered to the Pledgee) which evidence any Partnership
Interest or LLC Interest of such Pledgor.
(n) Other than financing statements in favor of Bank of America, N.A.
as Collateral Agent in connection with the Refinanced Credit Facility,
there are no currently effective financing statements under the Uniform
Commercial Code covering any property which is now or hereafter may be
included in the Pledged Collateral.
11
(o) The chief executive office and principal place of business of
such Pledgor and the sole location where the records of such Pledgor with
respect to the Pledged Collateral are kept are located at the address set
forth for such Pledgor on Schedule B attached hereto.
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(p) Except as described on Schedule C of the Security Agreement,
dated as of even date herewith, among the Pledgors and the Pledgee, as of
the date hereof, no Pledgor has or operates nor has had or operated in any
jurisdiction within the five year period preceding the date of this
Agreement under any name except its legal name as set forth on the
signature pages hereto.
The representations and warranties set forth in this Section 5 shall survive the
---------
execution and delivery of this Agreement.
6. Covenants. Each Pledgor covenants and agrees as follows:
---------
(a) Such Pledgor will defend the right, title and security interest
of the Pledgee and the Secured Creditors in and to the Pledged Collateral
and the proceeds thereof against the claims and demands of all persons
whomsoever.
(b) Such Pledgor will have like title to and right to pledge any
other property at any time hereafter pledged to the Pledgee as Pledged
Collateral hereunder and will likewise defend the right thereto and
security interest therein of the Pledgee and the Secured Creditors.
(c) Such Pledgor will take no action which would violate any of the
terms of any Secured Debt Document.
(d) Other than the Permitted Holdings Preferred Equity, the Permitted
Borrower Preferred Equity and the Permitted Permanent Holdings Preferred
Equity, the Pledged Stock, Pledged Partnership Interests and Pledged LLC
Interests constitute, and will at all times hereafter continue to
constitute, in the aggregate, all of the stock, partnership interests or
limited liability company interests, as applicable, of each Pledged
Corporation, Pledged Partnership or Pledged Limited Liability Company, as
applicable;
(e) Such Pledgor shall not create, and shall not permit any Pledged
Partnership or Pledged Limited Liability Company to create, any options or
rights or other agreements to sell or otherwise transfer, nor sell or
otherwise transfer, any partnership interests or limited liability company
interests, as applicable;
(f) Such Pledgor will not sell, assign, or otherwise dispose of,
grant any option with respect to, or mortgage, pledge, grant a security
interest in or otherwise encumber any of the Pledged Collateral or any
interest therein, or suffer any of the same to exist other than options in
favor of the Parent, the Permitted Holdings Preferred Equity, the Permitted
Borrower Preferred Equity and the Permitted Permanent Holdings Preferred
Equity; and any sale, assignment, option, mortgage, pledge, security
interest or other encumbrance or disposition of any nature whatsoever made
in violation of this covenant shall be a nullity and of no force and
effect, and upon demand of the Pledgee,
12
shall forthwith be canceled or satisfied by an appropriate instrument in
writing, except as permitted by the Credit Agreement.
(g) Such Pledgor will not, without the prior written consent of the
Pledgee, execute and, until the Lien Termination Date, there will not ever
be on file in any public office, any enforceable financing statement or
statements covering any or all of the Pledged Collateral, except financing
statements filed or to be filed in favor of the Pledgee (or its predecessor
or successors, if any) as secured creditor.
(h) Each Pledgor shall give the Pledgee prompt notice of any written
claim relating to the Pledged Collateral. Each Pledgor shall deliver to
the Pledgee a copy of each other demand, notice or document received by it
which may adversely affect the Pledgee's interest in the Pledged Collateral
promptly upon, but in any event within 10 days after, such Pledgor's
receipt thereof.
(i) No Pledgor shall withdraw as a general partner or limited partner
of any Pledged Partnership or as a member of any Pledged Limited Liability
Company, or file or pursue or take any action which may, directly or
indirectly, cause a dissolution or liquidation of or with respect to any
Pledged Partnership or Pledged Limited Liability Company or seek a
partition of any property of any Pledged Partnership or Pledged Limited
Liability Company, except as permitted by the Credit Agreement.
(j) No Pledgor shall move its chief executive office, principal place
of business, or such location of records unless (i) it shall have given to
the Pledgee not less than 30 days prior written notice of its intention so
to do, clearly describing such new location and providing such other
information in connection therewith as the Pledgee may reasonably request
and (ii) with respect to such new location, it shall have taken all action,
reasonably satisfactory to the Pledgee, to maintain the security interest
of the Pledgee in the Pledged Collateral intended to be granted hereby at
all times fully perfected and in full force and effect.
(k) No Pledgor shall change its legal name or assume or operate in
any jurisdiction under any trade, fictitious or other name unless (i) it
shall have given to the Pledgee not less than 30 days prior written notice
of its commencing to do so, clearly describing such new name and the
jurisdictions in which such new name shall be used and providing such other
information in connection therewith as the Pledgee may reasonably request
and (ii) with respect to such new name, it shall have taken all reasonable
action, reasonably satisfactory to the Pledgee, to maintain the security
interest of the Pledgee in the Pledged Collateral intended to be granted
hereby at all times fully perfected and in full force and effect.
(l) Each Pledgor that is a Pledged Corporation, Pledged Partnership or
Pledged Limited Liability Company hereby agrees to (i) register the pledge
of such Ownership Interests in such Pledged Corporation, Pledged
Partnership or Pledged Limited Liability Company's books, and (ii) comply,
without further consent or authorization from the Person that pledged such
Ownership Interests, with all instructions
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of the Pledgee that are given pursuant to a right or remedy granted under
this Agreement and in accordance with the terms of this Agreement.
7. Further Assurances; Supplements.
-------------------------------
(a) Each Pledgor agrees that at any time and from time to time, at
the expense of such Pledgor, such Pledgor will promptly execute and deliver
all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Pledgee may reasonably request,
in order to perfect and protect any security interest granted or purported
to be granted hereby or to enable the Pledgee to exercise and enforce its
rights and remedies hereunder with respect to any Pledged Collateral.
(b) Each Pledgor will defend the title to the Pledged Collateral and
the Liens of the Pledgee thereon against the claim of any Person and will
maintain and preserve such Liens until the Lien Termination Date.
(c) Each Pledgor will, upon obtaining any additional Ownership
Interests, pledge all such additional Ownership Interests (or certificates
or instruments representing Ownership Interests) and promptly (and in any
event within three Business Days) deliver to the Pledgee a Supplement to
Pledge and Security Agreement, duly executed by such Pledgor, in
substantially the form of Annex A hereto (a "Supplement to Pledge and
------- ------------------------
Security Agreement"), identifying the additional Ownership Interests which
------------------
are pledged pursuant to Section 2(a)(ii), (b)(vii) and (c)(vii) of this
---------------- -------- --------
Agreement; provided that no Pledgor shall be required at any time to pledge
--------
hereunder (i) any promissory notes issued to such Pledgor by any Subsidiary
of such Pledgor which is a Foreign Corporation, or (ii) any Stock which is
more than 65% of the total combined voting power of all classes of capital
stock of any Foreign Corporation entitled to vote.
(d) Each Pledgor hereby authorizes the Pledgee to attach each
Supplement to Pledge and Security Agreement to this Pledge and Security
Agreement and agrees that all Ownership Interests listed on any Supplement
to Pledge and Security Agreement (including any schedule(s) thereto)
delivered to the Pledgee shall for all purposes hereunder constitute
Pledged Collateral.
(e) Each Pledgor will, at the request of the Pledgee, deliver an
opinion of counsel, in form and substance reasonably satisfactory to the
Pledgee, as to the validity and perfection of the security interest granted
in the Pledged Collateral identified in any Supplement to Pledge and
Security Agreement (including any schedule(s) thereto) and the proceeds
thereof.
(f) With respect to each Partnership Interest, each Pledgor shall
provide each of the following to Pledgee at Pledgee's request:
(i) such agreements, motions, and stipulations as are
necessary for the entry of judgment against such Pledgor for the
purpose of obtaining a charging lien or charging order (each being
referred to as a "Charging Order") against the respective Pledged
--------------
Partnership with respect to all Partnership Interests, as well as such
other documents and instruments as necessary to index each Charging
Order
14
in the state where such Pledged Partnership is organized and in all
other jurisdictions as are necessary to enforce the Charging Order
including, without limitation the state in which the principal office
of such Pledged Partnership is located;
(ii) such agreements, documents and instruments signed and
delivered by the respective Pledged Partnerships as are necessary to
enter and enforce all Charging Orders; and
(iii) such agreements and acknowledgments of the other partners
of the Pledged Partnerships which are necessary to enter and enforce
each and every Charging Order, including, if necessary or desirable,
an amendment of the subject partnership agreement.
8. Voting Rights; Dividends.
------------------------
(a) So long as no Event of Default under the Credit Agreement or
Notified Acceleration Event shall have occurred and be continuing (and, in
the case of Section 8(a)(i) below, until written notice from the Pledgee,
---------------
acting at the direction of the Majority Banks, to the Pledgors):
(i) Each Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof; provided that no vote shall be cast or
--------
any consent, waiver or ratification given or any action taken which
would violate, result in breach of any covenant contained in, or be
inconsistent with any of the terms of this Agreement, any Secured Debt
Document, or which would have the effect of materially impairing the
value of the Pledged Collateral or any part thereof or the position or
interests of the Pledgee, acting at the direction of the Majority
Banks, or any Secured Creditor. All such rights of such Pledgor to
vote and to give consents, waivers and ratifications shall cease in
case an Event of Default shall occur and be continuing and, except in
the case of a Bankruptcy Default with respect to such Pledgor, the
Pledgee, acting at the direction of the Majority Banks, shall have
notified such Pledgor of such cessation, and the Pledgee shall have
exercised its rights under Section 15 of this Agreement.
----------
(ii) All cash dividends payable in respect of the Pledged
Stock, all payments in respect of the Pledged Notes and all
distributions in respect of the Pledged Partnership Interests and
Pledged LLC Interests shall be paid to the respective Pledgor,
provided that all dividends payable in respect of the Pledged Stock
--------
which are determined by the Pledgee to represent in whole or in part
an extraordinary, liquidating or other distribution in return of
capital, to the extent so determined to represent an extraordinary,
liquidating or other distribution in return of capital, and all
distributions in respect of the Pledged Partnership Interests and
Pledged LLC Interests (other than those not prohibited by Section 8.10
of the Credit Agreement) shall be paid to the Pledgee and retained by
it as part of the Pledged Collateral (unless such cash dividends are
applied to repay the
15
Obligations pursuant to Section 15 of this Agreement). The Pledgee
----------
shall also be entitled to receive directly, and to retain as part of
the Pledged Collateral:
(x) all other property (other than cash) paid or
distributed by way of dividend or distribution, as the case may
be, in respect of the Pledged Stock, Pledged Partnership
Interests and Pledged LLC Interests;
(y) all other property which may be paid in respect of the
Pledged Collateral by reason of any consolidation, merger,
conveyance of assets, liquidation or similar corporate,
partnership or limited liability company, as the case may be,
reorganization; and
(z) all other or additional stock or other securities or
property (including cash) paid or distributed in respect of the
Pledged Collateral by way of stock split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement.
(b) Upon the occurrence and during the continuation of an Event of
Default under the Credit Agreement or of a Notified Acceleration Event:
(i) All rights of each Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise
pursuant to Section 8(a)(i) above shall cease upon written notice from
---------------
the Pledgee to the Pledgors (except that no such notice shall be
required in the case of a Bankruptcy Default with respect to such
Pledgor), and all such rights shall thereupon become vested in the
Pledgee (acting at the direction of the Majority Banks) who shall
thereupon have the sole right to exercise such voting and other
consensual rights during such continuance.
(ii) All rights of each Pledgor to receive the dividends,
payments and other distributions which it would otherwise be
authorized to receive and retain pursuant to Section 8(a)(ii) above
----------------
shall cease upon written notice from the Pledgee to such Pledgor
(except that no such notice shall be required in the case of a
Bankruptcy Default), and all such rights shall thereupon become vested
in the Pledgee (acting at the direction of the Majority Banks) who
shall thereupon have the sole right to receive and hold as Pledged
Collateral such dividends, payments and other distributions during
such continuance.
(iii) All dividends, payments and other distributions which are
received by a Pledgor contrary to the provisions of paragraph (ii)
--------------
of this Section 8(b) shall be received in trust for the benefit of the
------------
Pledgee (acting at the direction of the Majority Banks), shall be
segregated from other funds of such Pledgor and shall be forthwith
paid over to the Pledgee as Pledged Collateral in the same form as so
received (with any necessary endorsement).
(c) In order to permit the Pledgee (acting at the direction of the
Majority Banks) to exercise the voting and other rights which it may be
entitled to exercise pursuant to Section 8(b)(i) above, and to receive all
---------------
dividends, payments and distributions
16
which it may be entitled to receive under Section 8(b)(ii) above, each
----------------
Pledgor shall, if necessary, upon written notice from the Pledgee, from
time to time execute and deliver to the Pledgee appropriate proxies,
dividend payment orders and other instruments as the Pledgee (acting at the
direction of the Majority Banks) may reasonably request.
9. Transfers and Other Liens; Additional Securities.
------------------------------------------------
(a) Each Pledgor agrees that it will not (i) sell, assign or transfer
or otherwise dispose of, or grant any option or warrant (other than options
in favor of the Parent) with respect to, any of the Pledged Collateral,
except to the extent permitted by Section 8.03 of the Credit Agreement or
(ii) create or permit to exist any Lien, security interest, or other charge
or encumbrance upon or with respect to any of the Pledged Collateral,
except for the Lien in favor of the Pledgee under this Agreement and except
to the extent otherwise permitted by Section 8.02 of the Credit Agreement.
(b) Each Pledgor agrees that it will, to the extent possible, cause
any entity, the Ownership Interests of which are pledged hereunder, not to
issue any stock or other securities in addition to or in substitution for
the Pledged Collateral other than the Permitted Holdings Preferred Equity,
the Permitted Borrower Preferred Equity and the Permitted Permanent
Holdings Preferred Equity unless such stock or other securities are issued
to a Pledgor under this Agreement.
10. Pledgee Appointed Attorney-in-Fact. Each Pledgor hereby irrevocably
----------------------------------
constitutes and appoints the Pledgee as such Pledgor's true and lawful attorney-
in-fact, with full authority in the place and stead of such Pledgor and in the
name of such Pledgor or otherwise, from time to time in the Pledgee's reasonable
discretion for the purpose of carrying out the terms of this Agreement, to the
extent permitted by applicable law, to take any action and to execute any
document or instrument which the Pledgee may deem reasonably necessary or
advisable, including, without limitation, upon the occurrence and during the
continuation of any Event of Default or Notified Acceleration Event, to receive,
endorse and collect all instruments made payable to such Pledgor representing
any dividend, interest or principal payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same.
11. Pledgee May Perform. If any Pledgor fails to perform any agreement
-------------------
contained herein, the Pledgee may, upon prior notice to such Pledgor (other than
in connection with a Bankruptcy Default) but shall not be obligated to, itself
perform, or cause performance of, such agreement, and the reasonable expenses of
the Pledgee incurred in connection therewith shall constitute Obligations
hereunder.
12. The Pledgee as Collateral Agent. The Pledgee will hold in accordance
-------------------------------
with this Agreement all items of the Pledged Collateral at any time received
under this Agreement. It is expressly understood and agreed that the obligations
of the Pledgee as holder of the Pledged Collateral and interests therein and
with respect to the disposition thereof, and otherwise under this Agreement, are
only those expressly set forth in this Agreement. The Pledgee shall act
hereunder on the terms and conditions set forth in Article X of the Credit
Agreement.
17
13. Appointment of Subagents; Endorsements. The Pledgee shall have the
--------------------------------------
right to appoint one or more sub-agents for the purpose of retaining physical
possession of the Pledged Collateral, which may be held (in the discretion of
the Pledgee) in the name of the applicable Pledgor, endorsed or assigned in
blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a
sub-agent appointed by the Pledgee. The Pledgee agrees to promptly notify the
relevant Pledgor after the appointment of any sub-agent, provided however that
the failure to give notice shall not affect the validity of such appointment.
14. Reasonable Care. The Pledgee shall be deemed to have exercised
---------------
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Pledgee accords its own property of a similar nature, it being
understood that neither the Pledgee nor any other Secured Creditor shall have
responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not the Pledgee or any other Secured Creditor has
or is deemed to have knowledge of such matters, or (b) taking any necessary
steps to preserve rights against any parties with respect to any Pledged
Collateral.
15. Remedies Upon Default.
---------------------
(a) If any Event of Default, Bankruptcy Default or Notified
Acceleration Event shall have occurred and be continuing, the Pledgee shall
be entitled to exercise all of the rights, powers and remedies (whether
vested in it by this Agreement or any other Secured Debt Document or by
law) for the protection and enforcement of its rights in respect of the
Pledged Collateral, including, without limitation, all the rights and
remedies of a secured party upon default under the Uniform Commercial Code,
and the Pledgee shall be entitled, without limitation, to exercise any or
all of the following rights, which each Pledgor hereby agrees to be
commercially reasonable:
(i) to sell without notice except as specified below, the
Pledged Collateral or any part thereof in one or more parcels at a
public or private sale, at any exchange, broker's board or at any of
the Pledgee's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Pledgee may deem
commercially reasonable;
(ii) to receive all amounts payable in respect of the Pledged
Collateral otherwise payable under Section 8(a) hereof to such
------------
Pledgor;
(iii) to transfer all or any part of the Pledged Collateral into
the Pledgee's name or the name of its nominee or nominees (the Pledgee
agrees to promptly notify the relevant Pledgor after such transfer,
provided, however, that the failure to give such notice shall not
-------- -------
affect the validity of such transfer);
(iv) to accelerate any Pledged Note hereunder which may be
accelerated in accordance with its terms, and take any other lawful
action to collect upon any such Pledged Note (including, without
limitation, to make any demand for payment thereon); and
18
(v) at any time or from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the Pledged
Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by each Pledgor),
for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or
prices and on such terms as the Pledgee in its absolute discretion may
determine, provided that at least 10 days notice of the time and place
--------
of any such sale shall be given to such Pledgor. The Pledgee shall not
be obligated to make such sale of the Pledged Collateral regardless of
whether any such notice of sale has theretofore been given. Each
purchaser at any such sale shall hold the property so sold absolutely
free from any claim or right on the part of each Pledgor, and each
Pledgor hereby waives and releases to the fullest extent permitted by
law any right or equity of redemption with respect to the Pledged
Collateral, whether before or after sale hereunder, all rights, if
any, of marshalling the Pledged Collateral and any other security for
the Obligations or otherwise, and all rights, if any, of stay and/or
appraisal which it now has or may at any time in the future have under
rule of law or statute now existing or hereafter enacted. At any such
sale, unless prohibited by applicable law, the Pledgee on behalf of
the Secured Creditors may bid for and purchase all or any part of the
Pledged Collateral so sold free from any such right or equity of
redemption. Neither the Pledgee nor any other Secured Creditor shall
be liable for failure to collect or realize upon any or all of the
Pledged Collateral or for any delay in so doing nor shall any of them
be under any obligation to take any action whatsoever with regard
thereto.
(b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Pledged Ownership Interests pursuant
to this Section 15, and such Pledged Ownership Interests or the part
----------
thereof to be sold shall not, in the reasonable opinion of the Pledgee, be
effectively registered pursuant to the Securities Act of 1933, as amended
(or any similar statute then in effect) (the "Act"), the Pledgee may, in
---
its sole and absolute discretion, sell such Pledged Ownership Interests or
part thereof by private sale in such manner and under such circumstances as
Pledgee may deem necessary or advisable in order that such sale may legally
be effected without such registration. Without limiting the generality of
the foregoing, in any such event the Pledgee, in its sole and absolute
discretion, (i) may proceed to make such private sale notwithstanding that
a registration statement for the purpose of registering such Pledged
Ownership Interests or part thereof shall have been filed under the Act,
(ii) may approach and negotiate with a single possible purchaser to effect
such sale and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account,
for investment, and not with a view to the distribution or sale of such
Pledged Ownership Interests or part thereof. In the event of any such
sale, the Pledgee shall incur no responsibility or liability for selling
all or any part of the Pledged Ownership Interests at a price which the
Pledgee may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until the registration as aforesaid.
Each Pledgor acknowledges that any such private sale may result in prices
and other terms less favorable to the seller than
19
if such sale were a public sale and, notwithstanding such circumstances,
agrees that any such private sale shall, to the extent permitted by
applicable law, be deemed to have been made in a commercially reasonable
manner.
(c) Each Pledgor acknowledges that notwithstanding the legal
availability of a private sale or a sale subject to the restrictions
described above in clause (b) of this Section 15, the Pledgee may, in its
----------
discretion, elect to register any or all the Pledged Collateral under the
Act (or any applicable state securities law) in accordance with its rights
hereunder; however, the Pledgee shall be under no obligation to exercise
such right or to delay a sale of any of the Pledged Collateral for the
period of time necessary to permit the registrant to register such
securities for public sale under the Act, or under applicable state
securities laws, even if the registrant would agree to do so.
(d) If the Pledgee determines to exercise its right to sell any or
all of the Pledged Collateral, upon written request, the Pledgors shall,
from time to time, furnish to the Pledgee all such information as the
Pledgee may reasonably request in order to determine the number of shares
of Stock and other instruments included in the Pledged Collateral which may
be sold by the Pledgee in exempt transactions under the Act and rules of
the Securities and Exchange Commission (the "SEC") thereunder, as the same
---
are from time to time in effect.
16. Registration and Related Rights.
-------------------------------
(a) If an Event of Default shall have occurred and be continuing and
any Pledgor shall have received from the Pledgee a written request or
requests that such Pledgor cause any registration, qualification or
compliance under any Federal or state securities law or laws to be effected
with respect to all or any part of the Pledged Stock, Pledged Partnership
Interests or Pledged LLC Interests, as the case may be, such Pledgor as
soon as practicable and at its expense will use its reasonable best efforts
to cause such registration to be effected (and be kept effective) and will
use its reasonable best efforts to cause such qualification and compliance
to be effected (and be kept effective) as may be so requested and as would
permit or facilitate the sale and distribution of such Pledged Stock,
Pledged Partnership Interests or Pledged LLC Interests, as the case may be,
including, without limitation, registration under the Act (or any similar
statute then in effect), appropriate qualifications under applicable blue
sky or other state securities laws and appropriate compliance with any
other governmental requirements, provided that the Pledgee shall furnish to
such Pledgor such information regarding the Pledgee as such Pledgor may
reasonably request in writing and as shall be required in connection with
any such registration, qualification or compliance. Each Pledgor will cause
the Pledgee to be kept reasonably advised in writing as to the progress of
each such registration, qualification or compliance and as to the
completion thereof, will furnish to the Pledgee such number of
prospectuses, offering circulars and other documents incident thereto as
the Pledgee from time to time may reasonably request, and will indemnify,
to the extent permitted by law, the Pledgee and all others participating in
the distribution of such Pledged Stock, Pledged Partnership Interests or
Pledged LLC Interests, as the case may be, against all claims, losses,
damages or liabilities caused by any untrue statement (or alleged untrue
statement) of a material fact contained therein (or in any related
registration statement, notification or the like) or by any omission (or
alleged omission) to state therein (or in any related
20
registration statement, notification or the like) a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same may have been caused by an untrue
statement or omission based upon information furnished in writing to such
Pledgor or the issuer of such Ownership Interests by the Pledgee expressly
for use therein.
(b) Without limitation of the foregoing, if, at any time when the
Pledgee in its sole reasonable discretion determines, following the
occurrence and during the continuation of an Event of Default, Bankruptcy
Default or Notified Acceleration Event, that, in connection with any actual
or contemplated exercise of its rights to sell the whole or any part of the
Pledged Collateral hereunder, it is necessary or advisable to effect a
public registration of all or part of the Pledged Collateral pursuant to
the Act, the respective Pledgor shall use its reasonable best efforts, in
an expeditious manner, to cause any issuer of any Pledged Collateral to:
(i) prepare and file with the SEC a registration statement
with respect to the Pledged Collateral and use its best efforts to
cause such registration statement to become and remain effective;
(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Act with
respect to the sale or other disposition of the Pledged Collateral
covered by such registration statement whenever the Pledgee shall
desire to sell or otherwise dispose of the Pledged Collateral;
(iii) furnish to the Pledgee such numbers of copies of a
prospectus and a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as the Pledgee may
reasonably request in order to facilitate the public sale or other
disposition of the Pledged Collateral by the Pledgee;
(iv) use its reasonable best efforts to register or qualify the
Pledged Collateral covered by such registration statement under such
other securities or blue sky laws of such jurisdictions within the
United States of America as the Pledgee shall request, and do such
other reasonable acts and things as may be required of it to enable
the Pledgee to consummate the public sale or other disposition in such
jurisdictions of the Pledged Collateral by the Pledgee; and
(v) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable an earnings
statement which shall satisfy the provisions of section 11(a) of the
Act.
(c) Each Pledgor acknowledges the impossibility of ascertaining the
amount of damages which would be suffered by the Pledgee and the Secured
Creditors by reason of the failure by such Pledgor to perform any of the
covenants contained in this Section
-------
21
16 and, consequently, agrees that, if such Pledgor shall fail to perform
--
any of such covenants, the Pledgee shall be entitled, to the extent,
permitted by applicable law, to specific performance.
17. Decisions Relating to Exercise of Remedies.
------------------------------------------
(a) Notwithstanding anything to the contrary contained in this
Agreement, the Credit Agreement and the other Loan Documents, any Interest
Rate Protection Agreement, the Management Loan Guaranty or the
Bastet/Mission Guaranty, the Pledgee may exercise, and at the request of
the Majority Banks shall exercise or refrain from exercising, all rights
and remedies hereunder and provided by law, which remedies are cumulative
and not exclusive.
(b) By acceptance of the benefit of the security interests granted
pursuant to this Agreement in the Pledged Collateral, the Interest Rate
Protection Creditors, the Management Loan Creditor and the Bastet/Mission
Creditors hereby acknowledge that they have no rights to direct the Pledgee
to act or refrain from acting with respect to the Pledged Collateral, and
hereby acknowledge that the Pledgee shall hold the Pledged Collateral (to
the extent such Pledged Collateral is evidenced by certificates, notes or
other instruments delivered to it) for itself and the pro rata benefit of
the Secured Creditors, subject to the terms and conditions hereof, solely
for the purpose of providing them with a pari passu security interest in
the Pledged Collateral (subject to the terms and conditions set forth
herein). In any proceeding under the Bankruptcy Code or any other Federal
or state bankruptcy, insolvency, receivership or similar law and prior to
any vote in any such proceeding, the Interest Rate Protection Creditors,
the Management Loan Creditor and the Bastet/Mission Creditors shall abstain
from any such vote which is taken on a committee of secured creditors or
otherwise affects the disposition of the Pledged Collateral.
18. Application of Proceeds.
-----------------------
(a) All monies collected by the Pledgee upon any sale or other
disposition of the Pledged Collateral, through enforcement, realization
hereunder or otherwise, together with all other monies received by the
Pledgee hereunder, shall be applied as follows:
(i) first, to the payment of all Obligations owing to the
Pledgee of the type described in paragraphs (b) and (c) contained in
Section 3 hereof;
---------
(ii) second, to the extent proceeds remain after the application
pursuant to the preceding clause (i), an amount equal to the
outstanding Primary Obligations shall be paid to the Secured Creditors
as provided in Section 18(e), with each Secured Creditor receiving an
-------------
amount equal to its outstanding Primary Obligations (as defined in
paragraph (b) below) or, if the proceeds are insufficient to pay in
full all such Primary Obligations, its Pro Rata Share (as defined in
paragraph (b) below) of the amount remaining to be distributed;
(iii) third, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) and (ii), an amount equal to the
outstanding Secondary
22
Obligations shall be paid to the Secured Creditors as provided in
Section 18(e), with each Secured Creditor receiving an amount equal to
-------------
its outstanding Secondary Obligations or, if the proceeds are
insufficient to pay in full all such Secondary Obligations, its Pro
Rata Share of the amount remaining to be distributed; and
(iv) fourth, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) through (iii), inclusive, and
following the termination of this Agreement pursuant to Section 28
----------
hereof, to the relevant Pledgor or to whomever may be lawfully
entitled to receive such surplus.
(b) As used in this Section 28, (i) "Pro Rata Share" means, when
---------- --------------
calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction, the numerator
of which is the then unpaid amount of such Secured Creditor's Primary
Obligations or Secondary Obligations, as the case may be, and the
denominator of which is the then outstanding amount of all Primary
Obligations or Secondary Obligations, as the case may be; (ii) "Primary
-------
Obligations" shall mean (w) in the case of the Loan Document Obligations,
-----------
all principal of, and interest on, all Loans, all Letter of Credit
Obligations (together with all interest accrued thereon) and all fees
payable pursuant to the Loan Documents, (x) in the case of the Interest
Rate Protection Obligations, all amounts due under the Interest Rate
Protection Agreements (other than indemnities, fees (including, without
limitation, attorneys' fees) and similar obligations and liabilities), (y)
all obligations and liabilities of each Pledgor to the Management Loan
Creditor, now existing or hereinafter incurred under, arising out of or in
connection with the Management Loan Guaranty and (z) all obligations and
liabilities of each Pledgor to the Bastet/Mission Creditors, now existing
and hereafter incurred under, arising out of or in connection with the
Bastet/Mission Guaranty; and (iii) "Secondary Obligations" shall mean all
---------------------
Obligations other than Primary Obligations.
(c) When payments to the Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under
this Section 18 only) (i) first, to their Primary Obligations and (ii)
----------
second, to their Secondary Obligations. If any payment to any Secured
Creditor of its Pro Rata Share of any distribution would result in
overpayment to such Secured Creditor, such excess amount shall instead be
distributed in respect of the unpaid Primary Obligations or Secondary
Obligations, as the case may be, of the other Secured Creditors, with each
Secured Creditor whose Primary Obligations or Secondary Obligations, as the
case may be, have not been paid in full to receive an amount equal to such
excess amount multiplied by a fraction, the numerator of which is the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of
such Secured Creditor and the denominator of which is the unpaid Primary
Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.
(d) Each of the Secured Creditors agrees and acknowledges that if the
Bank Creditors are to receive a distribution on account of undrawn amounts
with respect to Letters of Credit issued (or deemed issued) under the
Credit Agreement (which shall only
23
occur after all outstanding Loans and Letter of Credit Obligations with
respect to such Letters of Credit have been paid in full), such amounts
shall be paid to the Administrative Agent under the Credit Agreement and
held by it, for the equal and ratable benefit of the Bank Creditors, as
cash security for the repayment of Obligations owing to the Bank Creditors
as such. If any amounts are held as cash security pursuant to the
immediately preceding sentence, then upon the termination of all
outstanding Letters of Credit, and after the application of all such cash
security to the repayment of all Obligations owing to the Bank Creditors
after giving effect to the termination of all such Letters of Credit, if
there remains any excess cash, such excess cash shall be returned by the
Administrative Agent to the Pledgee for distribution in accordance with
Section 18(a) hereof.
-------------
(e) Except as set forth in Section 18(d) hereof, all payments
-------------
required to be made hereunder shall be made (i) if to the Bank Creditors,
to the Administrative Agent under the Credit Agreement for the account of
the Bank Creditors, and (ii) if to the other Secured Creditors, to the
trustee, paying agent or other similar representative (each a
"Representative") for the other Secured Creditors or, in the absence of
--------------
such a Representative, directly to the other Secured Creditors.
(f) For purposes of applying payments received in accordance with
this Section 18, (i) the Pledgee shall determine the unpaid Primary
----------
Obligations and the other Loan Document Obligations owed to the Bank
Creditors and (ii) the Pledgee may rely on (x) any Interest Rate Protection
Creditor to determine the unpaid Primary Obligations and other Interest
Rate Protection Obligations owed to such Interest Rate Protection Creditor,
(y) any Bastet/Mission Creditor to determine the unpaid Primary Obligations
and other Bastet/Mission Guaranty Obligations owed to such Bastet/Mission
Creditor and (z) the Management Loan Creditor to determine the unpaid
Primary Obligations and other Management Loan Guaranty Obligations owed to
the Management Loan Creditor.
(g) It is understood and agreed that the Pledgors shall remain jointly
and severally liable to the extent of any deficiency between the amount of
the proceeds of the Pledged Collateral hereunder and the aggregate amount
of the sums referred to in clauses (i) through (iii), inclusive, of Section
-------
18(a).
-----
19. Purchasers of Pledged Collateral. Upon any sale of any Pledged
--------------------------------
Collateral by the Pledgee hereunder (whether by virtue of the power of sale
herein granted, pursuant to judicial process or otherwise), the receipt of the
Pledgee or the officer making the sale shall be a sufficient discharge to the
purchaser or purchasers of the Pledged Collateral so sold, and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Pledgee or such officer or be answerable in any
way for the misapplication or nonapplication thereof.
20. Indemnity. Each Pledgor jointly and severally agrees to indemnify and
---------
hold harmless the Pledgee and each other Secured Creditor and their respective
successors, assigns, employees and agents (individually an "Indemnitee," and
----------
collectively the "Indemnitees") from and against any and all claims, demands,
-----------
losses, judgments and liabilities (including liabilities for penalties) of
whatsoever kind or nature, and to reimburse each Indemnitee for all reasonable
costs and expenses, including reasonable attorneys' fees, growing out of or
resulting from any
24
investigation, litigation or proceeding related to this Agreement or the
exercise by any Indemnitee of any right or remedy granted to it hereunder or
under the other Loan Documents, the Management Loan Guaranty, the Bastet/Mission
Guaranty or the Interest Rate Protection Agreements, provided that such Pledgor
shall not be required to indemnify any Indemnitee in respect of any claims,
demands, losses, judgments, liabilities, costs or expenses arising from the
gross negligence or willful misconduct of such Indemnitee. If and to the extent
that the obligations of each Pledgor under this Section 20 are unenforceable for
----------
any reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law. Each Pledgor agrees that upon written notice by any Indemnitee
of the assertion of any liability, obligation, damage, injury, penalty, claim,
demand, action, suit or judgment, such Pledgor shall assume full responsibility
for the defense thereof. Each Indemnitee agrees to use its best efforts to
promptly notify the relevant Pledgor of any such assertion of which such
Indemnitee has knowledge.
21. Expense. Each Pledgor will upon demand pay to the Pledgee the amount
-------
of any and all reasonable expenses and the reasonable fees and expenses of its
counsel (including, without duplication, the allocated cost of staff counsel)
and of any experts and agents, which the Pledgee may incur in connection with
(a) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral; (b) the exercise or enforcement
of any of the rights of the Pledgee or any other Secured Creditor hereunder; or
(c) the failure by any Pledgor to perform or observe any of the provisions
hereof.
22. Notices. All notices, requests and other communications hereunder
-------
shall be in writing (including, unless the context expressly otherwise provides,
facsimile transmission) and mailed, transmitted by facsimile, or delivered:
(a) if to any Pledgor, to the address or facsimile number specified
for notices on the applicable signature page hereof;
(b) if to the Pledgee, at:
Bank of America, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇;
(c) if to any Bank (other than the Pledgee), at such address or
facsimile number as such Bank shall have specified in the Credit Agreement;
(d) if to any Interest rate Protection Creditor, at such address or
facsimile number as such Interest Rate Protection Creditor shall have
specified in writing to each Pledgor and the Pledgee;
(e) if to the Management Loan Creditor, at:
25
Bank of America, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: 212) ▇▇▇-▇▇▇▇;
(f) if to any Bastet/Mission Creditor, at such address or facsimile
number as such Bastet/Mission Creditor shall have specified in writing to
each Pledgor and the Pledgee;
(g) or at such address or facsimile number as shall have been
furnished in writing by any Person described above to the party giving such
notice or making such request or other communication hereunder.
23. No Waiver. No delay on the part of the Pledgee or any other Secured
---------
Creditor in exercising or enforcing any power of sale, Lien, option or other
right hereunder, and no notice or demand which may be given to or made upon any
Pledgor by the Pledgee or any other Secured Creditor with respect to any power
of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair the right of the Pledgee or any other Secured
Creditor to take any action or to exercise any power of sale, Lien, option, or
any other right hereunder, without notice or demand (except as expressly set
forth in this Agreement or to the extent required by law) or prejudice the
rights of the Pledgee or any other Secured Creditor hereunder or the rights of
the Pledgee or any other Secured Creditor under any of the other Secured Debt
Documents as against any Pledgor in any respect.
24. Amendments, Waivers and Consents. No amendment or waiver of any
--------------------------------
provision of this Agreement, nor consent to any departure by any Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Pledgee (with the consent of the Majority Banks or, to the
extent required by Section 11.01(a)(vii) of the Credit Agreement, with the
consent of each of the Banks), and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided however, that no such change, waiver, modification or variance
----------------
shall be made to Section 18 hereof or this Section 24 without the consent of
---------- ----------
each Secured Creditor adversely affected thereby, and provided further, that any
----------------
change, waiver, modification or variance affecting the rights and benefits of a
single Class of Secured Creditors (and not all Secured Creditors in a like or
similar manner) shall require the written consent of the Requisite Creditors of
such Class of Secured Creditors.
25. Pledgors' Obligations Absolute. The obligations of each Pledgor under
------------------------------
this Agreement shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, without limitation:
(a) any renewal, extension, amendment or modification of, or addition
or supplement to or deletion from any of the Secured Debt Documents, or any
other instrument or agreement referred to therein, or any assignment or
transfer of any thereof;
26
(b) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of any such agreement or instrument or this
Agreement;
(c) any furnishing of any additional security to the Pledgee or its
assignee or any acceptance thereof or any release of any security by the
Pledgee or its assignee;
(d) any limitation on any party's liability or obligations under any
such instrument or agreement or any invalidity or unenforceability, in
whole or in part, of any such instrument or agreement or any term thereof;
or
(e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to
any Pledgor or any Subsidiary of any Pledgor, or any action taken with
respect to this Agreement by any trustee or receiver, or by any court, in
any such proceeding, whether or not such Pledgor shall have notice or
knowledge of any of the foregoing.
26. Continuing Security Interest. This Agreement shall create a continuing
----------------------------
first priority security interest in the Pledged Collateral, and shall (a) remain
in full force and effect until the Lien Termination Date; (b) continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by the obligee of the Obligations, all as though such payment or performance had
not been made; (c) be binding upon each Pledgor, its successors and assigns; and
(d) inure, together with the rights and remedies of the Pledgee hereunder, to
the benefit of the Secured Creditors and their respective successors,
transferees and assigns. Upon the occurrence of the Lien Termination Date, each
Pledgor shall be entitled to the return, upon its request and at its expense and
without recourse, representation or warranty, of such of the Pledged Collateral
as shall not have been sold or otherwise applied pursuant to the terms hereof.
27. Actions Requiring FCC Approval.
------------------------------
(a) Notwithstanding anything to the contrary contained in this
Agreement, or any of the documents executed pursuant hereto, the Pledgee
will not take any action pursuant to this Agreement, or any such documents,
which would constitute or result in any assignment of any FCC license or
any transfer of control of the holder of any FCC license if such assignment
of such license or such transfer of control would require under then
existing law (including the Communications Act or the written policies,
rules and regulations promulgated by the FCC), the prior approval of the
FCC, without first obtaining such approval. In connection with this
Section 27(a), the Pledgee shall be entitled to rely upon the advice of FCC
-------------
counsel of the Pledgee's choice with respect to such assignment or transfer
whether or not the advice rendered is ultimately determined to have been
accurate.
(b) If an Event of Default shall have occurred and be continuing,
each Pledgor shall take any action that the Pledgee may request in the
exercise of its rights and remedies under this Agreement in order to
transfer or assign the Pledged Collateral to the Pledgee or to such one or
more third parties as the Pledgee may designate, or to a
27
combination of the foregoing. To enforce the provisions of this Section 27,
after an Event of Default shall have occurred and be continuing, the
Pledgee is empowered to seek from the FCC and any other Governmental
Authority, to the extent required, consent to or approval of any
involuntary assignment or transfer of control of any entity whose Pledged
Collateral is subject to this Agreement for the purpose of seeking a bona
fide purchaser to whom the Pledged Collateral will be assigned and control
will ultimately be transferred. Each Pledgor agrees to cooperate with any
such purchaser and with the Pledgee in the preparation, execution and
filing of any applications and other documents and providing any
information that may be necessary or helpful in obtaining the FCC's consent
to the assignment to such purchaser of the Pledged Collateral. Each Pledgor
hereby agrees to consent to any such involuntary transfer of control upon
the request of the Pledgee after and during the continuation of an Event of
Default and, without limiting any rights of the Pledgee under this
Agreement, to authorize the Pledgee to nominate a trustee or receiver to
assume control of the Pledged Collateral, subject only to required
judicial, FCC or other consent required by any Governmental Authority, in
order to effectuate the transactions contemplated in this Section 27. Such
----------
trustee or receiver shall have all the rights and powers as provided to it
by law or court order, or to the Pledgee under this Agreement. Each Pledgor
shall cooperate fully in obtaining the consent of the FCC and the approval
or consent of each other Governmental Authority required to effectuate the
foregoing.
(c) Each Pledgor shall use its best efforts to assist in obtaining
consent or approval of the FCC and any other Governmental Authority, if
required, for any action or transactions contemplated by this Agreement,
including, without limitation, the preparation, execution and filing with
the FCC of the transferor's or assignor's portion of any application or
applications for consent to the transfer of control or assignment necessary
or appropriate under the FCC's rules and regulations for approval of the
transfer or assignment of any portion of the Pledged Collateral.
(d) Each Pledgor hereby acknowledges and agrees that the Pledged
Collateral is a unique asset and that a violation of any Pledgor's covenant
to cooperate with respect to any regulatory consents would result in
irreparable harm to the Pledgee for which monetary damages are not readily
ascertainable. Each Pledgor further agrees that, because of the unique
nature of its undertakings in this Section 27, the same may be specifically
----------
enforced, and it hereby waives, and agrees to waive, any claim or defense
that the Pledgee would have an adequate remedy at law for the breach of
such undertakings.
(e) Without limiting the obligations of any Pledgor hereunder in any
respect, each Pledgor further agrees that if such Pledgor, upon or after
the occurrence of an Event of Default, should fail or refuse to execute any
application or other document necessary or appropriate to obtain any
governmental consent necessary or appropriate for the exercise of any right
of the Pledgee hereunder, such Pledgor agrees that such application or
other document may be executed on such Pledgor's behalf by the clerk or
other representative of any court or other forum in any competent
jurisdiction without notice to such Pledgor pursuant to an order of such
court or forum.
28
28. Termination; Release.
--------------------
(a) It is expressly acknowledged and agreed that the Liens and
security interests granted under this Agreement for the benefit of the
Secured Creditors (i) prior to the Lien Termination Date, (x) shall be
released by the Pledgee, without the necessity of the consent of any
Secured Creditor, upon the consummation of any transaction permitted by
Section 8.03 of the Credit Agreement (including as permitted pursuant to
any amendment or waiver to Section 8.03 in accordance with the terms of the
Credit Agreement), but in each case only with respect to that portion of
the Pledged Collateral subject to such transaction and not including the
proceeds thereof, and (y) may be released by the Pledgee, with the consent
of the Majority Banks or, to the extent required by Section 11.01(a)(vii)
of the Credit Agreement, with the consent of each of the Banks, with
respect to all or any portion of the Pledged Collateral and (ii) shall be
released on the Lien Termination Date with respect to all of the Pledged
Collateral pursuant to paragraph (b) of this Section 28. Upon any release
----------
of the type described in the immediately preceding sentence, the Pledgee
shall, at the request and expense of the Pledgors, release the Pledged
Collateral being released and execute and deliver to the Pledgors such
instrument or instruments acknowledging the release of such Pledged
Collateral from this Agreement as reasonably requested by such Pledgor, and
will duly assign, transfer and deliver to the respective Pledgor (without
recourse and without any representation or warranty) such of the Pledged
Collateral that is to be released as described above and is in the
possession of the Pledgee.
(b) Following the Lien Termination Date, this Agreement shall
terminate, (provided that all indemnities set forth herein including,
without limitation, Section 20 hereof, shall survive any such termination)
----------
and the Pledgee, at the request and expense of the Pledgors, will execute
and deliver to the Pledgors such instrument or instruments acknowledging
the satisfaction and termination of this Agreement as reasonably requested
by the Pledgor, and will duly assign, transfer and deliver to the Pledgors
(without recourse and without any representation or warranty) such of the
Pledged Collateral as may be in the possession of the Pledgee and has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee
hereunder.
(c) At any time that the Pledgors desire that Pledged Collateral be
released as provided in the foregoing Section 28(a) or (b), it shall, upon
------------- ---
the request of the Pledgee, deliver to the Pledgee a certificate signed by
a Responsible Officer stating that the release of the respective Pledged
Collateral is permitted pursuant to Section 28(a) or (b), as the case may
------------- ----
be.
(d) The Pledgee shall have no liability whatsoever to any Secured
Creditor as a result of any release of any Pledged Collateral by it in
accordance with this Section 28.
----------
29. Severability. If for any reason any provision or provisions hereof
------------
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Agreement which are valid.
29
30. Waiver of Jury Trial. EACH PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE
--------------------
TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF
OR RELATED IN ANY WAY TO THIS AGREEMENT.
31. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
-------------
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
32. Joinder.
-------
(a) Each Pledgor shall cause each of its Subsidiaries that may from
time to time be formed and that is not already a party hereto to become a
"Pledgor" hereunder by executing and delivering to the Pledgee a Joinder to
Pledge and Security Agreement in substantially the form of Annex B hereto.
-------
Any such Subsidiary shall thereafter be deemed a "Pledgor" for all purposes
under this Agreement.
(b) Each Pledgor further agrees to take such actions as the Pledgee
reasonably deems necessary or desirable to effect the foregoing and to
permit the Pledgee to exercise any of its rights and remedies hereunder,
and agrees to provide an opinion of counsel reasonably satisfactory to the
Pledgee with respect to the validity and enforceability of any such pledge
hereunder, any such Subsidiary that is to become a party hereto and such
other matters as may be reasonably requested by the Pledgee, in each case
promptly upon request of the Pledgee.
33. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterpart
originals executed by all the parties hereto shall be delivered to the Pledgee,
and a copy thereof shall be furnished to the Borrower or any other Pledgor
promptly upon request therefor.
34. Headings Descriptive. The headings of the several sections of this
--------------------
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.
[Remainder of page intentionally left blank; signature pages follow]
30
IN WITNESS WHEREOF, the parties hereto have caused this Pledge and Security
Agreement to be duly executed and delivered as of the date first above written.
PLEDGORS:
NEXSTAR FINANCE, L.L.C.
NEXSTAR BROADCASTING GROUP, L.L.C.
NEXSTAR BROADCASTING OF ABILENE, INC.
NEXSTAR BROADCASTING OF BEAUMONT/ PORT ▇▇▇▇▇▇, INC.
NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
ERC HOLDINGS, INC.
NEXSTAR BROADCASTING OF ERIE, INC.
NEXSTAR BROADCASTING OF JOPLIN, INC.
NEXSTAR BROADCASTING OF LOUISIANA, INC.
NEXSTAR BROADCASTING OF MIDLAND-ODESSA, INC.
NEXSTAR MIDWEST HOLDINGS, INC.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC.
NEXSTAR BROADCASTING OF PEORIA, INC.
NEXSTAR BROADCASTING OF ROCHESTER, INC.
NEXSTAR BROADCASTING OF WICHITA FALLS, INC.
NEXSTAR FINANCE HOLDINGS, INC.
NEXSTAR FINANCE HOLDINGS, L.L.C.
NEXSTAR BROADCASTING OF ABILENE, L.L.C.
NEXSTAR BROADCASTING OF BEAUMONT/ PORT ▇▇▇▇▇▇, L.L.C.
NEXSTAR BROADCASTING OF CHAMPAIGN, L.L.C.
ENTERTAINMENT REALTY CORPORATION
NEXSTAR BROADCASTING OF ERIE, L.L.C.
NEXSTAR BROADCASTING OF JOPLIN, L.L.C.
NEXSTAR BROADCASTING OF LOUISIANA, L.L.C.
NEXSTAR BROADCASTING OF MIDLAND-ODESSA, L.L.C.
NEXSTAR BROADCASTING OF THE MIDWEST, INC.
NEXSTAR BROADCASTING GROUP, INC.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, L.L.C.
NEXSTAR FINANCE, INC.
NEXSTAR BROADCASTING OF PEORIA, L.L.C.
NEXSTAR BROADCASTING OF ROCHESTER, L.L.C.
NEXSTAR BROADCASTING OF WICHITA FALLS, L.L.C.
By:/s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Title: PRESIDENT of
---------------------------
each of the above-named entities
Address of all Pledgors:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
[Pledge and Security Agreement Signature Page]
Pledgee:
BANK OF AMERICA, N.A.,
as Collateral Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Title: Managing Director
[Pledge and Security Agreement Signature Page]
SCHEDULE A
TO
PLEDGE AND SECURITY AGREEMENT
-----------------------------
DESCRIPTION OF PLEDGED COLLATERAL
---------------------------------
Attached to and forming a part of that Pledge and Security Agreement, dated
as of January 12, 2001, made by Nexstar Broadcasting Group, L.L.C., a Delaware
limited liability company (the "Parent"), and the direct or indirect
------
subsidiaries of the Parent from time to time parties thereto in favor of Bank of
America, N.A., as Collateral Agent.
Nexstar Broadcasting Group, L.L.C.
I. Pledged Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
-------------------------- ------- ----------- ---------- ------ -----
Nexstar Broadcasting of Common 1 100% 100 $.01
Northeastern
Pennsylvania, Inc.
Nexstar Broadcasting of Common 1 100% 100 $.01
Joplin, Inc.
Nexstar Broadcasting of Common 1 100% 100 $.01
Erie, Inc.
Nexstar Broadcasting of Common 1 100% 100 $.01
Beaumont/Port ▇▇▇▇▇▇, Inc.
Nexstar Broadcasting of Common 1 100% 100 $.01
Wichita Falls, Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Rochester, Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Abilene, Inc.
ERC Holdings, Inc. Common 1 100% 1,000 $.01
Nexstar Midwest Holdings, Common 1 100% 1,000 $.01
Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Champaign, Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Peoria, Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Midland-Odessa, Inc.
Nexstar Broadcasting of Common 1 100% 1,000 $.01
Louisiana, Inc.
II. Notes
Maker Principal Amount
-------------------------------- ----------------
Nexstar Finance Holdings, L.L.C. $11,335,000.00
Nexstar Finance Holdings, L.L.C. $20,531,000.00
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Northeastern Pennsylvania, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Joplin, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Erie, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings N/A 1,000 Class B
L.L.C
Nexstar Broadcasting of Beaumont/Port ▇▇▇▇▇▇, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Wichita Falls, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Rochester, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Abilene, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
ERC Holdings, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage Of Ownership Class of LLC Interest
------------------------- ----------------------- ------------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C
Nexstar Midwest Holdings, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Champaign, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Peoria, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Midland-Odessa, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Broadcasting of Louisiana, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance Holdings, N/A 1,000 Class B
L.L.C.
Nexstar Finance Holdings, L.L.C.
I. Pledged Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
-------------------------- ------- ----------- ---------- ------ -----
Nexstar Finance Holdings, Common 1 100% 1,000 $.01
Inc.
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Finance, L.L.C. 100% Common
Nexstar Finance Holdings, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Finance L.L.C.
I. Pledged Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
-------------------------- ------- ----------- ---------- ------- ------
Nexstar Finance, Inc. Common 1 100% 1,000 $.01
Entertainment Realty
Corporation Common 9 100% 3,200 $5.00
Nexstar Broadcasting of
the Midwest, Inc. Common NEX-2 100% 100 $.01
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
Pledged Limited Liability
Companies Percentage of Ownership Class of LLC Interest
------------------------- ----------------------- ---------------------
Nexstar Broadcasting of 100% Common
Northeastern Pennsylvania,
L.L.C.
Nexstar Broadcasting of 100% Common
Joplin, L.L.C.
Nexstar Broadcasting of Erie, 100% Common
L.L.C.
Nexstar Broadcasting of 100% Common
Beaumont/Port ▇▇▇▇▇▇, L.L.C.
Nexstar Broadcasting of 100% Common
Wichita Falls, L.L.C.
Nexstar Broadcasting of 100% Common
Rochester, L.L.C.
Nexstar Broadcasting of 100% Common
Abilene, L.L.C
Nexstar Broadcasting of 100% Common
Champaign, L.L.C
Nexstar Broadcasting of 100% Common
Peoria, L.L.C.
Nexstar Broadcasting of 100% Common
Midland-Odessa, L.L.C.
Nexstar Broadcasting of 100% Common
Louisiana, L.L.C.
Nexstar Finance, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Joplin, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Erie, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Beaumont/Port ▇▇▇▇▇▇, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Wichita Falls, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Rochester, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Abilene, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Entertainment Realty Corporation
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of the Midwest, Inc.
I. Pledged Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
-------------------------- ------- ----------- ---------- ------ -----
Nexstar Broadcasting
Group, Inc. Common 3 100% 100 $.01
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Champaign, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Peoria, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Midland-Odessa, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting of Louisiana, L.L.C.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
Nexstar Broadcasting Group, Inc.
I. Pledged Stock
None
II. Notes
None
III. Partnership Interests
None
IV. LLC Interests
None
SCHEDULE B
TO
PLEDGE AND SECURITY AGREEMENT
-----------------------------
OFFICE LOCATIONS
----------------
Pledgor Office Locations County
----------------------- --------------------------- ------------
NEXSTAR BROADCASTING 200 Abington Executive Park Lackawanna
GROUP, L.L.C. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o WBRE ▇▇▇▇▇▇▇▇
NORTHEASTERN PENNSYLVANIA, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KSNF ▇▇▇▇▇▇
▇▇▇▇▇▇, INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o WJET Erie
ERIE, INC. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KBTV ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇/PORT ▇▇▇▇▇▇, INC. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 1
Pledgor Office Locations County
----------------------- -------------------------- ------------
NEXSTAR BROADCASTING OF c/o KFDX Wichita
WICHITA FALLS, INC. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o WROC Monroe
ROCHESTER, INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KTAB ▇▇▇▇▇▇
ABILENE, INC. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ERC HOLDINGS, INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR MIDWEST HOLDINGS, c/o WTWO ▇▇▇▇▇▇▇▇
INC. ▇▇▇▇▇ ▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
And
c/o KQTV ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o WCIA
NEXSTAR BROADCASTING OF 509 South ▇▇▇▇ Champaign
CHAMPAIGN, INC. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 2
Pledgor Office Locations County
----------------------- -------------------------- ------------
200 Abington Executive Park Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o WMBD
NEXSTAR BROADCASTING OF 3131 N, University Street Peoria
PEORIA, INC. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o KMID
NEXSTAR BROADCASTING OF 3200 ▇▇▇▇▇▇▇ Blvd. Midland
MIDLAND-ODESSA, INC. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇/▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
LOUISIANA, INC. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR FINANCE HOLDINGS, 200 Abington Executive Park Lackawanna
L.L.C. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR FINANCE HOLDINGS, 200 Abington Executive Park Lackawanna
INC. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR FINANCE, L.L.C. 200 Abington Executive Park Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR FINANCE, INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 3
Pledgor Office Locations County
-------------------------- -------------------------- ------------
c/o WBRE
NEXSTAR BROADCASTING OF 409 Lackawanna Avenue Lackawanna
NORTHEASTERN PENNSYLVANIA, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
L.L.C.
200 Abington Executive Park Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KSNF ▇▇▇▇▇▇
▇▇▇▇▇▇, L.L.C. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o WJET Erie
ERIE, L.L.C. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o WFXP Erie
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KBTV ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇/PORT ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KFDX Wichita
WICHITA FALLS, L.L.C. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 4
Pledgor Office Locations County
----------------------- -------------------------- ------------
NEXSTAR BROADCASTING OF c/o WROC Monroe
ROCHESTER, L.L.C. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF c/o KTAB ▇▇▇▇▇▇
ABILENE, L.L.C. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ENTERTAINMENT REALTY ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
CORPORATION ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING OF THE c/o WTWO ▇▇▇▇▇▇▇▇
MIDWEST, INC. ▇▇▇▇▇ ▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
And
c/o KQTV ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o WCIA
NEXSTAR BROADCASTING OF 509 South ▇▇▇▇ Champaign
CHAMPAIGN, L.L.C. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o KMID
NEXSTAR BROADCASTING OF 3131 N. University St. Peoria
PEORIA, L.L.C. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 5
Pledgor Office Locations County
----------------------- -------------------------- ------------
200 Abington Executive Park Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o KMID
NEXSTAR BROADCASTING OF 3200 ▇▇▇▇▇▇▇ Blvd. Midland
MIDLAND-ODESSA, L.L.C. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o KTAL
NEXSTAR BROADCASTING OF 3150 N. Market Caddo Parish
LOUISIANA, L.L.C. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lackawanna
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEXSTAR BROADCASTING 200 Abington Executive Park Lackawanna
GROUP, INC. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule B to Pledge and Security Agreement
Page 6
ANNEX A
TO
PLEDGE AND SECURITY AGREEMENT
-----------------------------
SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT
-------------------------------------------
This Supplement to Pledge and Security Agreement, dated as of
________________, is delivered pursuant to Section 7(c) of the Pledge and
------------
Security Agreement referred to below.
RECITALS:
A. Nexstar Broadcasting Group, L.L.C., a Delaware limited liability
company (the "Parent"), and the direct or indirect subsidiaries of the Parent
------
from time to time parties thereto have executed and delivered that certain
Pledge and Security Agreement, dated as of January 12, 2001 in favor of Bank of
America, N.A., as Collateral Agent (as amended, modified or supplemented from
time to time, the "Agreement"). Capitalized terms used but not defined herein
---------
have the meanings assigned to such terms therein.
B. Pursuant to Section 7(c) of the Agreement, each Pledgor has agreed to,
upon obtaining any additional Ownership Interests, promptly execute and deliver
a Supplement to Pledge and Security Agreement in order to identify such
additional Ownership Interests which have been pledged pursuant to Section
-------
2(a)(ii), (b)(vii) and (c)(vii) of the Pledge and Security Agreement.
-------- -------- --------
C. The undersigned desires to execute and deliver this Supplement to
Pledge and Security Agreement to satisfy such requirement.
NOW, THEREFORE, IT IS AGREED:
1. Pledged Collateral. The undersigned agrees that the securities listed
------------------
on Schedule A attached hereto are part of the Pledged Collateral and are subject
----------
to the pledge and security interest created by the Agreement.
2. Representations and Warranties. The undersigned hereby certifies that
------------------------------
the representations and warranties set forth in Section 5 of the Agreement are
---------
true and correct as to the Pledged Collateral listed herein on and as of the
date hereof.
[NAME OF PLEDGOR]
By:_____________________________
Title:__________________________
Annex A to Pledge and Security Agreement
Page 1
SCHEDULE A TO SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT
I. Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
----------------------- ----------- ----------- ----------- ----------- -----------
II. Notes
Principal
Lender Borrower Date Amount
------------------------------------ ------------------------ ----------- -----------
III. Partnership Interests
Pledged Partnerships Percentage of Ownership Class of Partnership Interest
----------------------- ---------------------------- --------------------------------
IV. LLC Interests
Pledged Limited
Liability Companies Percentage of Ownership Class of LLC Interest
----------------------- ---------------------------- --------------------------------
Annex A to Pledge and Security Agreement
Page 2
ANNEX B
TO
PLEDGE AND SECURITY AGREEMENT
-----------------------------
JOINDER TO PLEDGE AND SECURITY AGREEMENT
----------------------------------------
THIS JOINDER TO PLEDGE AND SECURITY AGREEMENT, dated as of
_________________, is made by the undersigned pursuant to Section 32 of the
Pledge and Security Agreement described below.
RECITALS:
A. Nexstar Broadcasting Group, L.L.C., a Delaware limited liability
company (the "Parent"), and the direct or indirect subsidiaries of the Parent
------
from time to time parties thereto have executed and delivered that certain
Pledge and Security Agreement, dated as of January 12, 2001 in favor of Bank of
America, N.A., as Collateral Agent (as amended, modified or supplemented from
time to time and including this and any other Joinders to Pledge and Security
Agreement executed from time to time, the "Agreement"). Capitalized terms used
---------
but not defined herein have the meanings assigned to such terms therein.
B. Pursuant to Section 32 of the Agreement, each Pledgor has agreed,
among other things, to cause each of its Subsidiaries that may from time to time
be formed and that is not already a party thereto to become a party to the
Agreement by executing and delivering to the Pledgee a Joinder to Pledge and
Security Agreement.
C. The undersigned desires to execute and deliver this Joinder to Pledge
and Security Agreement to satisfy such requirement.
NOW, THEREFORE, IT IS AGREED:
1. Joinder. By executing and delivering this Joinder to Pledge and
-------
Security Agreement, the undersigned hereby becomes a party to the Agreement as a
"Pledgor" thereunder, and hereby expressly and jointly and severally assumes all
-------
obligations and liabilities of a "Pledgor" under the Agreement.
-------
2. Pledged Collateral. The undersigned hereby agrees that the [Stock]
------------------
[Notes][Partnership Interests][LLC Interests] listed on Schedule A attached
----------
hereto shall be and become part of the Pledged Collateral referred to in the
Agreement and shall secure all Obligations.
3. Pledge. To secure the Obligations, the undersigned hereby pledges to
------
the Pledgee for the benefit of the Secured Creditors, and grants to the Pledgee
for the benefit of the Secured Creditors, a first priority security interest in
all of the following:
Annex B to Pledge and Security Agreement
Page 1
(a) (i) All of the Securities outstanding on the date hereof;
(ii) all additional Securities from time to time acquired (by
purchase, stock dividend or otherwise) at any time or from time to
time after the date hereof by such Pledgor and any other securities,
options or rights received by such Pledgor pursuant to any
reclassification, reorganization, increase or reduction of capital or
stock dividend or in substitution of or in exchange for any of the
Securities so that all of the issued and outstanding capital stock of
any corporation owned by such Pledgor will continue to be pledged to
the Pledgee; provided that no Pledgor shall be required at any time to
--------
pledge hereunder (x) any promissory notes issued to such Pledgor by
any Subsidiary of such Pledgor which is a Foreign Corporation, or (y)
any Stock which represents more than 65% of the total combined voting
power of all classes of capital stock of any Foreign Corporation
entitled to vote;
(iii) the certificates or instruments representing the
Securities referred to in clauses (a)(i) and (a)(ii) above; and
(iv) all dividends, cash, instruments and other property or
proceeds, from time to time received, receivable or otherwise
distributed or distributable in respect of or in exchange for any or
all of the Securities referred to in clauses (a)(i) and (a)(ii) above.
(b) All of the Partnership Interests and all of such Pledgor's right,
title and interest in each Pledged Partnership, including without
limitation:
(i) all the capital thereof and such Pledgor's interest in all
profits, losses, Partnership Assets (as defined below) and other
distributions (other than distributions not prohibited by Section 8.10
of the Credit Agreement) to which such Pledgor shall at any time be
entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in
respect of such Partnership Interests, whether under any limited
partnership agreement or otherwise, and whether as contractual
obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority,
options, security interest, liens and remedies, if any, under any
limited partnership agreement or at law or otherwise in respect of
such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor
against any Pledged Partnership for moneys loaned or advanced, for
services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership
agreement or at law to exercise and enforce every right, power,
remedy, authority, option and
Annex B to Pledge and Security Agreement
Page 2
privilege of such Pledgor relating to such Partnership Interest,
including any power to terminate, cancel or modify any general or
limited partnership agreement, to execute any instruments and to take
any and all other action on behalf of and in the name of such Pledgor
in respect of such Partnership Interests and any Pledged Partnership,
to make determinations, to exercise any election (including, but not
limited to, election of remedies) or option or to give or receive any
notice, consent, amendment, waiver or approval, together with full
power and authority to demand, receive, enforce, collect, or receipt
for any of the foregoing or for any Partnership Asset, to enforce or
execute any checks, or other instruments or orders, to file any claims
and to take any action in connection with any of the foregoing;
(vi) all other property hereafter delivered in substitution for
or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all
cash, securities, interest, dividends, rights and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;
(vii) all additional Partnership Interests at any time or from
time to time after the date hereof acquired by such Pledgor in any
manner; and
(viii) to the extent not otherwise included, all proceeds of any
or all of the foregoing.
(a) All of the LLC Interests and all of such Pledgor's right, title
and interest in each Pledged Limited Liability Company, including without
limitation:
(i) all the capital thereof and such Pledgor's interest in all
profits, losses, Limited Liability Company Assets (as defined below)
and other distributions (other than distributions not prohibited by
Section 8.10 of the Credit Agreement) to which such Pledgor shall at
any time be entitled in respect of such LLC Interests;
(ii) all other payments due or to become due to such Pledgor in
respect of such LLC Interests, whether under any limited liability
company agreement or otherwise, and whether as contractual
obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority,
options, security interest, liens and remedies, if any, under any
limited liability company agreement or at law or otherwise in respect
of such LLC Interests;
(iv) all present and future claims, if any, of such Pledgor
against any Pledged Limited Liability Company for moneys loaned or
advanced, for services rendered or otherwise;
Annex B to Pledge and Security Agreement
Page 3
(v) all of such Pledgor's rights under any limited liability
company agreement or at law to exercise and enforce every right,
power, remedy, authority, option and privilege of such Pledgor
relating to such LLC Interests, including any power to terminate,
cancel or modify any limited liability company agreement, to execute
any instruments and to take any and all other action on behalf of and
in the name of such Pledgor in respect of such LLC Interests and any
Pledged Limited Liability Company, to make determinations, to exercise
any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, amendment, waiver or
approval, together with full power and authority to demand, receive,
enforce, collect, or receipt for any of the foregoing or for any
Limited Liability Company Asset, to enforce or execute any checks, or
other instruments or orders, to file any claims and to take any action
in connection with any of the foregoing;
(vi) all other property hereafter delivered in substitution for
or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all
cash, securities, interest, dividends, rights and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;
(vii) all additional LLC Interests at any time or from time to
time after the date hereof acquired by such Pledgor in any manner; and
(viii) to the extent not otherwise included, all proceeds of any
or all of the foregoing.
4. Representations and Warranties. The undersigned represents and
------------------------------
warrants as follows:
(a) All of the Stock owned by such Pledgor on the date hereof is described
under such Pledgor's name in Schedule A hereto, which Stock consists of the
----------
number and class of Stock and constitute the percentage ownership of each
class of Stock of the relevant Pledged Corporation as is described in Schedule
--------
A hereto.
-
(b) All of the Notes owned by such Pledgor on the date hereof are
described under such Pledgor's name in Schedule A hereto.
----------
(c) All of the Partnership Interests owned by such Pledgor on the date
hereof are described under such Pledgor's name in Schedule A hereto, which
----------
Partnership Interests consist of the number and class of Partnership Interests
and constitute the percentage ownership of each class of Partnership Interests
of the relevant Pledged Partnership as is described on Schedule A hereto.
----------
(d) All of the LLC Interests held by such Pledgor on the date hereof are
described under such Pledgor's name in Schedule A hereto, which LLC Interests
----------
consist of the number and class of LLC Interests and constitute the percentage
ownership of each class of LLC
Annex B to Pledge and Security Agreement
Page 4
Interests of the relevant Pledged Limited Liability Company as is described on
Schedule A hereto.
----------
(e) All of the shares and interests of Pledged Stock, Pledged Partnership
Interests and Pledged LLC Interests hereunder (i) have been duly authorized
and validly issued; (ii) are fully paid and non-assessable and (iii) are not
subject to any options, warrants, calls, preemptive rights or commitments of
any character whatsoever relating to any of the Pledged Stock, Pledged
Partnership Interests or Pledged LLC Interests other than options in favor of
the Parent.
(f) Such Pledgor is the sole record and beneficial owner of the Pledged
Collateral pledged by it hereunder, and has good and marketable title thereto,
free and clear of any Lien except for the Lien created by this Joinder to
Pledge and Security Agreement.
(g) Such Pledgor has full power, authority, legal right and requisite
authority to pledge, assign, transfer and deliver the Pledged Collateral being
pledged by it to the Pledgee as provided herein.
(h) This Joinder to Pledge and Security Agreement has been duly
authorized, executed and delivered by such Pledgor and constitutes a legal,
valid and binding obligation of such Pledgor, enforceable against such Pledgor
in accordance with its terms except as enforcement may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles of general
applicability.
(i) The pledge, assignment and delivery to the Pledgee by such Pledgor of
Pledged Collateral pursuant to this Joinder to Pledge and Security Agreement
creates a valid and perfected first priority security interest in such Pledged
Collateral and the proceeds thereof securing the payment of the Obligations,
and subject to no prior lien or encumbrance or to any agreement purporting to
grant to any third party a lien or encumbrance on the property or assets of
such Pledgor which would include such Pledged Collateral (other than Permitted
Liens).
(j) No consent, authorization, approval, or other action by, and no notice
to or filing with, any Governmental Authority or regulatory body is required
either (i) for the pledge by such Pledgor of the Pledged Collateral pursuant
to this Joinder to Pledge and Security Agreement or for the execution,
delivery or performance of this Joinder to Pledge and Security Agreement by
such Pledgor or (ii) for the exercise by the Pledgee of the voting or other
rights provided for in this Joinder to Pledge and Security Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Joinder to
Pledge and Security Agreement (except as may be required (x) in connection
with such disposition by laws affecting the offering and sale of securities
generally and (y) by the Communications Act of 1933, as amended, and the
rules, regulations and policies of the FCC).
Annex B to Pledge and Security Agreement
Page 5
(k) The execution, delivery and performance of this Joinder to Pledge and
Security Agreement is not in conflict with and does not violate any material
instrument or agreement to which such Pledgor is a party or by which such
Pledgor is bound.
(l) To each Pledgor's knowledge, each of the Pledged Notes constitutes, or
when executed by the obligor thereof, will constitute, the legal, valid and
binding obligation of such obligor, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may by limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).
(m) Each limited partnership agreement or limited liability company
agreement is the legal, valid and binding obligation of the parties thereto,
enforceable in accordance with its terms and, together with this Joinder to
Pledge and Security Agreement, contains the entire agreement among the
Pledgors relating to the subject matter thereof. No Pledgor is in default in
the payment of any portion of any mandatory capital contribution, if any,
required to be made under any limited partnership agreement or limited
liability company agreement to which such Pledgor is a party, and no Pledgor
is in violation of any other material provisions of any partnership agreement
or limited liability company agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. At no time in the past has any
Pledgor been in default for the payment of any portion of a mandatory capital
contribution or in violation of any other material provisions of any limited
partnership agreement or limited liability company agreement to which such
Pledgor is a party or otherwise in default or violation thereunder other than
those which have been cured or waived prior to the date of this Joinder to
Pledge and Security Agreement. No Pledged Partnership Interest or Pledged LLC
Interest is subject to any defense, offset or counterclaim, nor have any of
the foregoing been asserted or alleged against such Pledgor by any Person with
respect thereto. There are no certificates, instruments, documents or other
writings (other than the limited partnership agreements and certificates
delivered to the Pledgee) which evidence any Partnership Interest or LLC
Interest of such Pledgor.
(n) There are no currently effective financing statements under the
Uniform Commercial Code covering any property which is now or hereafter may be
included in the Pledged Collateral.
(o) The chief executive office and principal place of business of such
Pledgor and the sole location where the records of such Pledgor with respect
to the Pledged Collateral are kept are located at the address set forth for
such Pledgor on Schedule A attached hereto.
----------
(p) Except as described on Schedule A attached hereto, no Pledgor has or
----------
operates nor has had or operated in any jurisdiction within the five year
period preceding the date of this Joinder to Pledge and Security Agreement
under any name except its legal name as set forth on the signature pages
hereto.
Annex B to Pledge and Security Agreement
Page 6
5. Notices. The notice address and facsimile number for the undersigned is
-------
set forth on the applicable signature page hereof.
6. Counterparts. This Joinder to Pledge and Security Agreement may be
------------
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
7. Governing Law. THIS SUPPLEMENT SHALL BE DEEMED TO BE MADE UNDER, SHALL
-------------
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Joinder to Pledge and
Security Agreement to be duly executed and delivered as of the date first above
written.
[NEW PLEDGOR]
By:___________________________
Name:
Title:
Notice Address:
_____________________________
_____________________________
_____________________________
_____________________________
Facsimile (___) _____________
Annex B to Pledge and Security Agreement
Page 7
SCHEDULE A
to
JOINDER TO PLEDGE AND SECURITY AGREEMENT
I. Stock
Class Stock Percentage Number
Stock of Certificate of Of Par
Issuer Stock No(s). Ownership Shares Value
----------------------- ----------- ----------- ----------- ----------- -----------
II. Notes
Principal
Lender Borrower Date Amount
------------------------------------ ------------------------ ----------- -----------
III. Partnership Interests
Pledged Partnerships Percentage of Ownership Class of Partnership Interest
----------------------- ---------------------------- --------------------------------
IV. LLC Interests
Pledged Limited
Liability Companies Percentage of Ownership Class of LLC Interest
----------------------- ---------------------------- --------------------------------
V. Chief Executive Office
VI. Principal Place of Business
VII. Location where the records with respect to the Pledged Collateral are kept.
VIII. List of any names other than the legal name as set forth on the signature
pages hereto which the Pledgor has or operates under or has had or has operated
under in any jurisdiction within the five year period preceding the date of this
Agreement.
Annex B to Pledge and Security Agreement
Page 8