Exhibit 10.2
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of November 7, 2002 by Interep
National Radio Sales, Inc. ("Interep" or the "Borrower") and each of the other
entities listed on the signature pages hereof (Borrower and each such entity a
"Grantor" and, collectively, the "Grantors"), in favor of Guggenheim Investment
Management, LLC, as collateral agent for the Lenders (as defined in the Credit
Agreement referred to below) (in such capacity, the "Collateral Agent").
W i t n e s s e t h:
Whereas, pursuant to the Credit Agreement, dated as of November
7, 2002 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Grantors, the
Lenders party thereto and the Collateral Agent, as agent for the Lenders, the
Lenders have severally agreed to make extensions of credit to the Borrower upon
the terms and subject to the conditions set forth therein;
Whereas, the Grantors, other than the Borrower, are party to the
Guaranty pursuant to which they have guaranteed the Obligations; and
Whereas, a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Borrower under the Credit
Agreement is that the Grantors shall have executed and delivered this Agreement
to the Collateral Agent;
Now, therefore, in consideration of the premises and to induce
the Lenders and the Collateral Agent to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Collateral Agent as follows:
ARTICLE I Defined Terms
Section 1.1 Definitions
(a) Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein have the meanings given to them in the Credit
Agreement.
(b) Terms used herein that are defined in the UCC have the
meanings given to them in the UCC, including the following terms (which are
capitalized herein):
"Account Debtor"
"Accounts"
"Chattel Paper"
"Commercial Tort Claim"
"Commodity Account"
"Commodity Intermediary"
"Deposit Account"
"Documents"
"Entitlement Holder"
"Entitlement Order"
"Equipment"
"Financial Asset"
"General Intangibles"
"Instruments"
"Inventory"
"Investment Property"
"Letter-of-Credit Right"
"Proceeds"
"Securities Account"
"Securities Intermediary"
"Security"
"Security Entitlement"
(c) The following terms shall have the following meanings:
"Agreement" means this Security Agreement.
"Collateral" has the meaning specified in Section 2.1.
"Copyright Licenses" means any written agreement naming any
Grantor as licensor or licensee granting any right under any Copyright,
including the grant of any right to copy, publicly perform, create derivative
works, manufacture, distribute, exploit or sell materials derived from any
Copyright.
"Copyrights" means (a) all copyrights arising under the laws of
the United States, any other country or any political subdivision thereof,
whether registered or unregistered and whether published or unpublished, all
registrations and recordings thereof and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any foreign counterparts thereof, and (b)
the right to obtain all renewals thereof.
"Intellectual Property" means, collectively, all rights,
priorities and privileges of any Grantor relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise,
including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks,
Trademark Licenses and trade secrets, and all rights to ▇▇▇ at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.
"Material Intellectual Property" means Intellectual Property
owned by or licensed to a Grantor and material to such Grantor's business.
"Patents" means (a) all letters patent of the United States, any
other country or any political subdivision thereof and all reissues and
extensions thereof, (b) all applications for letters patent of the United States
or any other country and all divisions, continuations and continuations-in-part
thereof and (c) all rights to obtain any reissues or extensions of the
foregoing.
"Patent License" means all agreements, whether written or oral,
providing for the grant by or to any Grantor of any right to manufacture, use,
import, sell or offer for sale any invention covered in whole or in part by a
Patent.
2
"Trademark License" means any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark.
"Trademarks" means (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and, in each
case, all goodwill associated therewith, whether now existing or hereafter
adopted or acquired, all registrations and recordings thereof and all
applications in connection therewith, in each case whether in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or any political subdivision
thereof, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof.
"UCC" means the Uniform Commercial Code as from time to time in
effect in the State of New York; provided, however, that, in the event that, by
reason of mandatory provisions of law, any of the attachment, perfection or
priority of the Collateral Agent's and the Lenders' security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.
Section 1.2 Certain Other Terms
(a) In this Agreement, in the computation of periods of time from
a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding" and the
word "through" means "to and including."
(b) The terms "herein," "hereof," "hereto" and "hereunder" and
similar terms refer to this Agreement as a whole and not to any particular
Article, Section, subsection or clause in this Agreement.
(c) References herein to an Annex, Schedule, Article, Section,
subsection or clause refer to the appropriate Annex or Schedule to, or Article,
Section, subsection or clause in this Agreement.
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
(e) Where the context requires, provisions relating to any
Collateral, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or any relevant part thereof.
(f) Any reference in this Agreement to a Loan Document shall
include all appendices, exhibits and schedules thereto, and, unless specifically
stated otherwise all amendments, restatements, supplements or other
modifications thereto, and as the same may be in effect at any time such
reference becomes operative.
(g) The term "including" means "including without limitation"
except when used in the computation of time periods.
3
(h) The terms "Lender," and "Collateral Agent" include their
respective successors.
(i) References in this Agreement to any statute shall be to such
statute as amended or modified and in effect from time to time.
ARTICLE II Grant of Security Interest
Section 2.1 Collateral
For the purposes of this Agreement, all of the following property
now owned or at any time hereafter acquired by a Grantor or in which a Grantor
now has or at any time in the future may acquire any right, title or interests
is collectively referred to as the "Collateral":
(a) all Accounts;
(b) all Chattel Paper;
(c) all Deposit Accounts;
(d) all Documents;
(e) all Equipment;
(f) all General Intangibles;
(g) all Investment Property;
(h) all Instruments;
(i) all Inventory;
(j) all books and records pertaining to the other property
described in this Section 2.1;
(k) all other goods and personal property of such Grantor,
whether tangible or intangible and wherever located;
(l) all property of any Grantor held by the Collateral Agent or
any Lender, including all property of every description, in the possession or
custody of or in transit to the Collateral Agent or such Lender for any purpose,
including safekeeping, collection or pledge, for the account of such Grantor or
as to which such Grantor may have any right or power; and
(m) to the extent not otherwise included, all Proceeds of any of
the foregoing.
provided, however, that the Collateral shall not include (i) such
Grantor's right, title or interest in or to the National Representative
Contracts of any Credit Party; provided, further, however, that the Collateral
shall include all of such Grantor's right, title and interest in or to any or
all Proceeds or rights to payment arising under or relating to such National
4
Representative Contracts of any Credit Party and (ii) shares of capital stock of
Cybereps, Inc. owned by Interep Interactive, Inc.
Section 2.2 Grant of Security Interest in Collateral
Each Grantor, as collateral security for the full, prompt and
complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations, hereby collaterally assigns,
mortgages, pledges and hypothecates to the Collateral Agent for the benefit of
itself and the Lenders, and grants to the Collateral Agent for the benefit of
itself and the Lenders a lien on and security interest in, all of its right,
title and interest in, to and under the Collateral of such Grantor.
ARTICLE III Representations and Warranties
To induce the Lenders and the Collateral Agent to enter into the
Credit Agreement, each Grantor hereby represents and warrants each of the
following to the Collateral Agent and the Lenders:
Section 3.1 Title; No Other Liens
Except for the Lien granted to the Collateral Agent pursuant to
this Agreement and the other Liens permitted to exist on the Collateral under
the Credit Agreement, such Grantor has rights in or the power to transfer each
item of Collateral in which a Lien is granted by it hereunder, free and clear of
any Lien.
Section 3.2 Perfection and Priority
The security interest granted pursuant to this Agreement shall
constitute a valid and continuing perfected security interest in favor of the
Collateral Agent in the Collateral for which perfection is governed by the UCC
upon the completion of the filings and other actions specified on Schedule 1
(which, in the case of all filings and other documents referred to on such
schedule, have been delivered to the Collateral Agent in completed and duly
executed form). Such security interest shall be prior to all other Liens on the
Collateral except for Permitted Liens or otherwise as permitted under the Credit
Agreement.
Section 3.3 Name; Jurisdiction of Organization; Chief Executive
Office
(a) Except as set forth on Schedule 2, within the five-year
period preceding the date hereof such Grantor has not had, or operated in any
jurisdiction, under any trade name, fictitious name or other name other than its
legal name.
(b) On the date hereof such Grantor's jurisdiction of
organization, organizational identification number, if any, and the location of
such Grantor's chief executive office or sole place of business is specified on
Schedule 2.
Section 3.4 Inventory and Equipment
On the date hereof, such Grantor's Inventory and Equipment (other
than mobile goods and Inventory or Equipment in transit) are kept at the
locations listed on Schedule 3.
5
Section 3.5 Accounts
No amount payable to such Grantor under or in connection with any
Account is evidenced by any Instrument or Chattel Paper that has not been
delivered to the Collateral Agent, properly endorsed for transfer.
Section 3.6 Intellectual Property
(a) Schedule 4 lists all Material Intellectual Property of such
Grantor on the date hereof, separately identifying that owned by such Grantor
and that licensed to such Grantor.
Section 3.7 Deposit Accounts
The only Deposit Accounts or Securities Accounts maintained by
any Grantor on the date hereof are those listed on Schedule 5, which sets forth
such information separately for each Grantor.
ARTICLE IV Covenants
Each Grantor agrees with the Collateral Agent to the following,
as long as any Obligation remains outstanding and, in each case, unless the
Required Lenders otherwise consent in writing:
Section 4.1 Generally
Such Grantor shall (a) except for the security interest created
by this Agreement, not create or suffer to exist any Lien upon or with respect
to any Collateral, except Liens permitted under the Credit Agreement, (b) not
use or permit any Collateral to be used unlawfully or in violation of any
provision of this Agreement, any other Loan Document, any requirement of law or
any policy of insurance covering the Collateral, (c) not sell, transfer or
assign (by operation of law or otherwise) any Collateral except as permitted
under the Credit Agreement, (d) not enter into any agreement or undertaking
restricting the right or ability of such Grantor or the Collateral Agent to
sell, assign or transfer any Collateral if such restriction would have a
Material Adverse Effect and (e) promptly notify the Collateral Agent of its
entry into any agreement or assumption of undertaking that restricts the ability
to sell, assign or transfer any Collateral regardless of whether or not it has a
Material Adverse Effect.
Section 4.2 Maintenance of Perfected Security Interest; Further
Documentation
(a) Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 3.2 and shall defend such security interest against the
claims and demands of all Persons.
(b) Such Grantor shall furnish to the Collateral Agent from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Collateral Agent may reasonably request, all in reasonable detail.
6
(c) At any time and from time to time, upon the written request
of the Collateral Agent, and at the sole expense of such Grantor, such Grantor
shall promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further action as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including the filing of any financing or continuation statement under the UCC
(or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby.
Section 4.3 Changes in Locations, Name, Etc.
(a) Except upon 15 days' prior written notice to the Collateral
Agent and delivery to the Collateral Agent of (A) all additional executed
financing statements and other documents reasonably requested by the Collateral
Agent to maintain the validity, perfection and priority of the security
interests provided for herein and (B) if applicable, a written supplement to
Schedule 3 showing any additional location at which Inventory or Equipment shall
be kept, such Grantor shall not do any of the following:
(i) permit any Inventory or Equipment to be kept at a location
other than those listed on Schedule 3;
(ii) change its jurisdiction of organization or the location of
its chief executive office or sole place of business from that
referred to in Section 3.3; or
(iii) change its name, identity or corporate structure to such
an extent that any financing statement filed in connection with this
Agreement would become misleading.
(b) Such Grantor shall keep and maintain at its own cost and
expense satisfactory and complete records of the Collateral, including a record
of all payments received and all credits granted with respect to the Collateral
and all other dealings with the Collateral. If requested by the Collateral
Agent, the security interest of the Collateral Agent shall be noted on the
certificate of title of any vehicle.
Section 4.4 Accounts
(a) Such Grantor shall not, other than in the ordinary course of
business consistent with its past practice, (i) grant any extension of the time
of payment of any Account, (ii) compromise or settle any Account for less than
the full amount thereof, (iii) release, wholly or partially, any Person liable
for the payment of any Account, other than such release in connection with a
sale of such Accounts pursuant to a sale of a National Representative Contract
permitted under the Credit Agreement, provided that such Grantor receives in
cash the then outstanding amount of such Accounts at the time of such sale, (iv)
allow any credit or discount on any Account or (v) amend, supplement or modify
any Account in any manner that could adversely affect the value thereof.
(b) The Collateral Agent shall have the right to make test
verifications of the Accounts in any manner and through any medium that it
reasonably considers advisable, and such Grantor shall furnish all such
assistance and information as the Collateral Agent may reasonably require in
connection therewith, provided that so long as no Event of Default has occurred
and is continuing, the Collateral Agent shall not make (i) more than 3 such test
verifications during any Fiscal Year and (ii) such test verifications during a
period commencing on January 1st and ending
7
on March 15th of each year. At any time after the occurrence and during the
continuance of an Event of Default, upon the Collateral Agent's request, such
Grantor shall cause independent public accountants or others satisfactory to the
Collateral Agent to furnish to the Collateral Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Accounts. Any expenses incurred by the Collateral Agent in connection with its
exercise of rights pursuant to this Section 4.4 shall be equally shared by the
Grantors, on the one hand and the Collateral Agent on the other hand; provided,
however, that the Grantors shall in no event be required to pay more than
$10,000 of such expenses of the Collateral Agent in any Fiscal Year.
Notwithstanding the immediately preceding sentence, following the occurrence and
during the continuance of an Event of Default, all expenses incurred by the
Collateral Agent in connection with its exercise of rights pursuant to this
Section 4.4 shall be borne by the Grantors.
Section 4.5 Delivery of Instruments and Chattel Paper
If any amount payable under or in connection with any Collateral
owned by such Grantor, shall be or become evidenced by an Instrument or Chattel
Paper, such Grantor shall immediately deliver such Instrument (other than checks
and money orders payable to the Grantors in the ordinary course of business) or
Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to
the Collateral Agent, or, if consented to by the Collateral Agent, shall ▇▇▇▇
all such Instruments and Chattel Paper with the following legend: "This writing
and the obligations evidenced or secured hereby are subject to the security
interest of Guggenheim Investment Management, LLC, as Collateral Agent".
Section 4.6 Intellectual Property
Such Grantor (either itself or through licensees) shall (i)
continue to use each Trademark that is Material Intellectual Property in order
to maintain such Trademark in full force and effect with respect to each class
of goods for which such Trademark is currently used, free from any claim of
abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required by
common law and all federal, state, local and foreign laws, rules and
regulations, (iv) not adopt or use any ▇▇▇▇ that is confusingly similar or a
colorable imitation of such Trademark unless the Collateral Agent shall obtain a
perfected security interest in such ▇▇▇▇ pursuant to this Agreement and (v) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby such Trademark may become invalidated or impaired in
any way.
(a) Such Grantor (either itself or through licensees) shall not
do any act, or omit to do any act, whereby any Patent that is Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public.
(b) Such Grantor (either itself or through licensees) (i) shall
not (and shall not permit any licensee or sublicensee thereof to) do any act or
omit to do any act whereby any portion of the Copyrights that is Material
Intellectual Property may become invalidated or otherwise impaired and (ii)
shall not (either itself or through licensees) do any act whereby any portion of
the Copyrights that is Material Intellectual Property may fall into the public
domain.
(c) Such Grantor (either itself or through licensees) shall not
do any act, or omit to do any act, whereby any trade secret that is Material
Intellectual Property may become publicly available or otherwise unprotectable.
8
(d) Such Grantor (either itself or through licensees) shall not
do any act that knowingly uses any Material Intellectual Property to infringe
the intellectual property rights of any other Person.
(e) Such Grantor shall notify the Collateral Agent immediately if
it knows, or has reason to know, that any application or registration relating
to any Material Intellectual Property may become forfeited, abandoned or
dedicated to the public, or of any adverse determination or development
(including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office or any court or tribunal in any country) regarding such
Grantor's ownership of, right to use, interest in, or the validity of, any
Material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.
(f) Whenever such Grantor, either by itself or through any agent,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency within or outside
the United States, such Grantor shall report such filing to the Collateral Agent
within five Business Days after the last day of the fiscal quarter in which such
filing occurs. Upon request of the Collateral Agent, such Grantor shall execute
and deliver, and have recorded, all agreements, instruments, documents and
papers as the Collateral Agent may request to evidence the Collateral Agent's
security interest in any Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.
(g) Such Grantor shall take all reasonable actions necessary or
requested by the Collateral Agent, including in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency, to maintain and pursue each application (and to obtain
the relevant registration) and to maintain each registration of any Copyright,
Trademark or Patent that is Material Intellectual Property, including filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.
(h) In the event that any Material Intellectual Property is
infringed upon or misappropriated or diluted by a third party, such Grantor
shall notify the Collateral Agent promptly after such Grantor learns thereof.
Such Grantor shall take appropriate action in response to such infringement,
misappropriation of dilution, including promptly bringing suit for infringement,
misappropriation or dilution and to recover all damages for such infringement,
misappropriation of dilution, and shall take such other actions may be
appropriate in its reasonable judgment under the circumstances to protect such
Material Intellectual Property.
Unless otherwise agreed to by the Collateral Agent, such Grantor
shall execute and deliver to the Collateral Agent for filing in (i) the United
States Patent and Trademark Office (i) a short-form patent security agreement
and (ii) the United States Patent and Trademark Office a short-form trademark
security agreement, each in a form and substance satisfactory to the Collateral
Agent.
9
ARTICLE V Remedial Provisions
Section 5.1 Code and Other Remedies
During the continuance of an Event of Default, the Collateral
Agent may exercise, in addition to all other rights and remedies granted to it
in this Agreement and in any other instrument or agreement securing, evidencing
or relating to the Obligations, all rights and remedies of a secured party under
the UCC or any other applicable law. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon any Collateral, and may forthwith sell, lease, assign, give option
or options to purchase, or otherwise dispose of and deliver any Collateral (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker's board or office of the
Collateral Agent or any Lender or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Collateral
Agent shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.
Each Grantor further agrees, at the Collateral Agent's request during the
continuance of an Event of Default, to assemble the Collateral and make it
available to the Collateral Agent at places that the Collateral Agent shall
reasonably select, whether at such Grantor's premises or elsewhere. The
Collateral Agent shall apply the net proceeds of any action taken by it pursuant
to this Section 5.1, after deducting all reasonable costs and expenses of every
kind incurred in connection therewith or incidental to the care or safekeeping
of any Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and any Lender hereunder, including reasonable attorneys' fees
and disbursements, to the payment in whole or in part of the Obligations, in
such order as the Credit Agreement shall prescribe, and only after such
application and after the payment by the Collateral Agent of any other amount
required by any provision of law, need the Collateral Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each
Grantor waives all claims, damages and demands it may acquire against the
Collateral Agent or any Lender arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.
Section 5.2 Accounts and Payments in Respect of General
Intangibles
(a) If required by the Collateral Agent at any time during the
continuance of an Event of Default, any payment of Accounts or payment in
respect of General Intangibles, when collected by any Grantor, shall be
forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Collateral Agent if required, in an account designated by the Collateral Agent,
subject to withdrawal by the Collateral Agent. Until so turned over, such
payment shall be held by such Grantor in trust for the Collateral Agent,
segregated from other funds of such Grantor. Each such deposit of Proceeds of
Accounts and payments in respect of General Intangibles shall be accompanied by
a report identifying in reasonable detail the nature and source of the payments
included in the deposit.
10
(b) At the Collateral Agent's request, during the continuance of an
Event of Default, each Grantor shall deliver to the Collateral Agent all
original and other documents evidencing, and relating to, the agreements and
transactions that gave rise to the Accounts or payments in respect of General
Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Agent may, without notice, at any time during the
continuance of an Event of Default, limit or terminate the authority of a
Grantor to collect its Accounts or amounts due under General Intangibles or any
thereof.
(d) The Collateral Agent in its own name or in the name of others may
at any time during the continuance of an Event of Default communicate with
Account Debtors to verify with them to the Collateral Agent's satisfaction the
existence, amount and terms of any Account or amounts due under any General
Intangible.
(e) Upon the request of the Collateral Agent at any time during the
continuance of an Event of Default, each Grantor shall notify Account Debtors
that the Accounts or General Intangibles have been collaterally assigned to the
Collateral Agent and that payments in respect thereof shall be made directly to
the Collateral Agent. In addition, the Collateral Agent may at any time during
the continuance of an Event of Default enforce such Grantor's rights against
such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, each Grantor
shall remain liable under each of the Accounts and payments in respect of
General Intangibles to observe and perform all the conditions and obligations to
be observed and performed by it thereunder, all in accordance with the terms of
any agreement giving rise thereto. Neither the Collateral Agent nor any Lender
shall have any obligation or liability under any agreement giving rise to an
Account or a payment in respect of a General Intangible by reason of or arising
out of this Agreement or the receipt by the Collateral Agent nor any Lender of
any payment relating thereto, nor shall the Collateral Agent nor any Lender be
obligated in any manner to perform any obligation of any Grantor under or
pursuant to any agreement giving rise to an Account or a payment in respect of a
General Intangible, to make any payment, to make any inquiry as to the nature or
the sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts that
may have been assigned to it or to which it may be entitled at any time or
times.
Section 5.3 Deficiency
Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are insufficient to pay the
Obligations and the fees and disbursements of any attorney employed by the
Collateral Agent or any Lender to collect such deficiency.
ARTICLE VI The Collateral Agent
Section 6.1 Collateral Agent's Appointment as Attorney-in-Fact
(a) Each Grantor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful
11
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or in its own name, for
the purpose of carrying out the terms of this Agreement, to take any appropriate
action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting
the generality of the foregoing, each Grantor hereby gives the Collateral Agent
the power and right, on behalf of such Grantor, without notice to or assent by
such Grantor, to do any of the following:
(iv) in the name of such Grantor or its own name, or otherwise,
take possession of and indorse and collect any check, draft, note,
acceptance or other instrument for the payment of moneys due under any
Account or General Intangible or with respect to any other Collateral
and file any claim or take any other action or proceeding in any court
of law or equity or otherwise deemed appropriate by the Collateral
Agent for the purpose of collecting any such moneys due under any
Account or General Intangible or with respect to any other Collateral
whenever payable;
(v) in the case of any Intellectual Property, execute and
deliver, and have recorded, any agreement, instrument, document or
paper as the Collateral Agent may request to evidence the Collateral
Agent's security interest in such Intellectual Property and the
goodwill and General Intangibles of such Grantor relating thereto or
represented thereby;
(vi) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repair or pay or
discharge any insurance called for by the terms of the Credit
Agreement (including all or any part of the premiums therefor and the
costs thereof);
(vii) execute, in connection with any sale provided for in
Section 5.1, any endorsement, assignment or other instrument of
conveyance or transfer with respect to the Collateral; or
(viii) (A) direct any party liable for any payment under any
Collateral to make payment of any moneys due or to become due
thereunder directly to the Collateral Agent or as the Collateral Agent
shall direct, (B) ask or demand for, collect, and receive payment of
and receipt for, any moneys, claims and other amounts due or to become
due at any time in respect of or arising out of any Collateral, (C)
sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading,
storage or warehouse receipt, draft against debtors, assignment,
verification, notice and other document in connection with any
Collateral, (D) commence and prosecute any suit, action or proceeding
at law or in equity in any court of competent jurisdiction to collect
any Collateral and to enforce any other right in respect of any
Collateral, (E) defend any suit, action or proceeding brought against
such Grantor with respect to any Collateral, (F) settle, compromise or
adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Collateral Agent
may deem appropriate, (G) assign any Copyright, Patent or Trademark
(along with the goodwill of the business to which any such Trademark
pertains) throughout the world for such term or terms, on such
conditions, and in such manner as the Collateral Agent shall in its
sole discretion determine, including the execution and filing of any
document necessary to effectuate or record such assignment and (H)
generally, sell, transfer, pledge and make any agreement with respect
to or otherwise deal with any Collateral as fully and completely as
though the Collateral Agent were the
12
absolute owner thereof for all purposes, and do, at the Collateral Agent's
option and such Grantor's expense, at any time, or from time to time, all
acts and things that the Collateral Agent deems necessary to protect,
preserve or realize upon the Collateral and the Collateral Agent's and the
Lenders' security interests therein and to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.
Anything in this clause (a) to the contrary notwithstanding, the Collateral
Agent agrees that it shall not exercise any right under the power of attorney
provided for in this clause (a) unless an Event of Default shall be continuing.
(b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Collateral Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance
or compliance, with such agreement.
(c) The expenses of the Collateral Agent incurred in connection with
actions undertaken as provided in this Section 6.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due Loans under the Credit Agreement, from the date of
payment by the Collateral Agent to the date reimbursed by the relevant Grantor,
shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.
Section 6.2 Duty of Collateral Agent
The Collateral Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession shall
be to deal with it in the same manner as the Collateral Agent deals with similar
property for its own account. Neither the Collateral Agent, any Lender nor any
of their respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to any Collateral. The powers conferred on
the Collateral Agent hereunder are solely to protect the Collateral Agent's
interest in the Collateral and shall not impose any duty upon the Collateral
Agent or any Lender to exercise any such powers. The Collateral Agent and the
Lenders shall be accountable only for amounts that they actually receive as a
result of the exercise of such powers, and neither they nor any of their
respective officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.
Section 6.3 Execution of Financing Statements
Each Grantor authorizes the Collateral Agent to file or record
financing statements and other filing or recording documents or instruments with
respect to the Collateral without the signature of such Grantor in such form and
in such offices as the Collateral Agent reasonably determines appropriate to
perfect the security interests of the Collateral Agent under this Agreement. A
photographic or other reproduction of this Agreement shall be sufficient as a
13
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.
Section 6.4 Authority of Collateral Agent
Each Grantor acknowledges that the rights and responsibilities of the
Collateral Agent under this Agreement with respect to any action taken by the
Collateral Agent or the exercise or non-exercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the
Collateral Agent and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Collateral Agent and the Grantors, the Collateral
Agent shall be conclusively presumed to be acting as agent for the Collateral
Agent and the Lenders with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.
ARTICLE VII Miscellaneous
Section 7.1 Amendments in Writing
None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section
10.1 of the Credit Agreement.
Section 7.2 Notices
All notices, requests and demands to or upon the Collateral Agent or
any Grantor hereunder shall be effected in the manner provided for in Section
10.10 of the Credit Agreement; provided, however, that any such notice, request
or demand to or upon any Grantor shall be addressed in case of the Borrower at
the Borrower's notice address set forth in such Section 10.10.
Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
Neither the Collateral Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 7.1) delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by the Collateral Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Collateral Agent or such Lender would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
Section 7.4 Successors and Assigns
This Agreement shall be binding upon the successors and assigns of
each Grantor and shall inure to the benefit of the Collateral Agent and each
Lender and their successors and
14
assigns; provided, however, that no Grantor may assign, transfer or delegate any
of its rights or obligations under this Agreement without the prior written
consent of the Collateral Agent.
Section 7.5 Counterparts
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy), each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Signature pages may
be detached from multiple counterparts and attached to a single counterpart so
that all signature pages are attached to the same document. Delivery of an
executed counterpart by telecopy shall be effective as delivery of a manually
executed counterpart.
Section 7.6 Severability
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 7.7 Section Headings
The Article and Section titles contained in this Agreement are, and
shall be, without substantive meaning or content of any kind whatsoever and are
not part of the agreement of the parties hereto.
Section 7.8 Entire Agreement
This Agreement together with the other Loan Documents
represents the entire agreement of the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof.
Section 7.9 Governing Law
This agreement and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.
Section 7.10 Additional Grantors
If, pursuant to Section 5.2(h) of the Credit Agreement, the Borrower
shall be required to cause any Subsidiary that is not a Grantor to become a
Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral
Agent a Joinder Agreement in the form of Annex 1 and shall thereafter for all
purposes be a party hereto and have the same rights, benefits and obligations as
a Grantor party hereto on the Closing Date.
Section 7.11 Release of Collateral
Upon irrevocable payment in full, in cash, of the Obligations, the
Collateral shall be released from the Lien created hereby and this Agreement and
all obligations (other than those
15
expressly stated to survive such termination) of the Collateral Agent and each
Grantor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors. At the request and sole expense of any Grantor following
any such termination, the Collateral Agent shall deliver to such Grantor any
Collateral of such Grantor held by the Collateral Agent hereunder and execute
and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.
Section 7.12 Reinstatement
Each Grantor further agrees that, if any payment made by any Grantor
or other Person and applied to the Obligations is at any time annulled, avoided,
set aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or the proceeds of Collateral are
required to be returned by any Lender to such Person, its estate, trustee,
receiver or any other party, including any Grantor, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment or repayment, any Lien or other Collateral securing such liability shall
be and remain in full force and effect, as fully as if such payment had never
been made or, if prior thereto the Lien granted hereby or other Collateral
securing such liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender), such Lien or other Collateral shall
be reinstated in full force and effect, and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect any Lien or
other Collateral securing the obligations of any Grantor in respect of the
amount of such payment.
[Signature Pages Follow]
16
In Witness Whereof, each of the undersigned has caused this
Security Agreement to be duly executed and delivered as of the date first above
written.
INTEREP NATIONAL RADIO SALES, INC.,
as Grantor
GRANTORS:
--------
AMERICAN RADIO SALES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
▇▇▇▇▇▇▇▇ GUILD, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
D&R RADIO, INC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
INFINITY RADIO SALES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
ALLIED RADIO PARTNERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
▇▇▇▇▇▇▇▇▇ SPANISH MEDIA, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Financial Officer
and Senior Vice President
[Signature Page to Security Agreement]
Accepted and Agreed
as of the date first above written:
GUGGENHEIM INVESTMENT MANAGEMENT, LLC,
as Collateral Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
1
Annex 1
This Joinder Agreement, dated as of _________ __, 20__, is delivered
pursuant to Section 7.10 of the Security Agreement, dated as of November ___,
2002, by Interep National Radio Sales, Inc. (the "Borrower") and the
Subsidiaries of the Borrower listed on the signature pages thereof in favor of
the Guggenheim Investment Management, LLC, as agent for the Lenders referred to
therein (the "Security Agreement"). Capitalized terms used herein but not
defined herein are used with the meanings given them in the Pledge and Security
Agreement.
By executing and delivering this Joinder Agreement, the undersigned,
as provided in Section 7.10 of the Security Agreement, hereby becomes a party to
the Security Agreement as a Grantor thereunder with the same force and effect as
if originally named as a Grantor therein and, without limiting the generality of
the foregoing, hereby grants to the Collateral Agent, as collateral security for
the full, prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations of the
undersigned, hereby collaterally assigns, conveys, mortgages, pledges,
hypothecates and transfers to the Collateral Agent and grants to the Collateral
Agent a Lien on and security interest in, all of its right, title and interest
in, to and under the Collateral and expressly assumes all obligations and
liabilities of a Grantor thereunder.
The information set forth in Annex 1 is hereby added to the
information set forth in Schedules 1 through 6 to the Security Agreement.
The undersigned hereby represents and warrants that each of the
representations and warranties contained in Article III of the Security
Agreement applicable to it is true and correct on and as the date hereof as if
made on and as of such date.
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement
to be duly executed and delivered as of the date first above written.
[Additional Grantor]
By: ________________________________
Name:
Title:
A1-1
TABLE OF CONTENTS
Page
SECURITY AGREEMENT .................................................................................... 1
Article I Defined Terms ........................................................................... 1
Section 1.1 Definitions ................................................................ 1
Section 1.2 Certain Other Terms ........................................................ 3
Article II Grant of Security Interest .............................................................. 4
Section 2.1 Collateral ................................................................. 4
Section 2.2 Grant of Security Interest in Collateral ................................... 4
Article III Representations and Warranties .......................................................... 5
Section 3.1 Title; No Other Liens ...................................................... 5
Section 3.2 Perfection and Priority .................................................... 5
Section 3.3 Name; Jurisdiction of Organization; Chief Executive Office ................. 5
Section 3.4 Inventory and Equipment .................................................... 5
Section 3.5 Accounts ................................................................... 5
Section 3.6 Intellectual Property ...................................................... 5
Section 3.7 Deposit Accounts; Control Accounts ......................................... 6
Article IV Covenants ............................................................................... 6
Section 4.1 Generally .................................................................. 6
Section 4.2 Maintenance of Perfected Security Interest; Further Documentation .......... 6
Section 4.3 Changes in Locations, Name, Etc. ........................................... 7
Section 4.4 Accounts ................................................................... 7
Section 4.5 Delivery of Instruments and Chattel Paper .................................. 7
Section 4.6 Intellectual Property ...................................................... 8
Article V Remedial Provisions ..................................................................... 9
Section 5.1 Code and Other Remedies .................................................... 9
Section 5.2 Accounts and Payments in Respect of General Intangibles ................... 10
Section 5.3 Deficiency ................................................................ 11
Article VI The Collateral Agent ................................................................... 11
Section 6.1 Collateral Agent's Appointment as Attorney-in-Fact ........................ 11
Section 6.2 Duty of Collateral Agent .................................................. 13
Section 6.3 Execution of Financing Statements ......................................... 13
Section 6.4 Authority of Collateral Agent ............................................. 13
Article VII Miscellaneous .......................................................................... 13
Section 7.1 Amendments in Writing ..................................................... 13
i
Section 7.2 Notices ................................................................... 14
Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies ....................... 14
Section 7.4 Successors and Assigns .................................................... 14
Section 7.5 Counterparts .............................................................. 14
Section 7.6 Severability .............................................................. 14
Section 7.7 Section Headings .......................................................... 15
Section 7.8 Entire Agreement .......................................................... 15
Section 7.9 Governing Law ............................................................. 15
Section 7.10 Additional Grantors ....................................................... 15
Section 7.11 Release of Collateral ..................................................... 15
Section 7.12 Reinstatement ............................................................. 15
ii
TABLE OF CONTENTS
(continued)
ANNEXES AND SCHEDULES
Annex 1 Form of Joinder Agreement
Schedule 1 Filings
Schedule 2 State of Incorporation; Principal Executive Office
Schedule 3 Location of Inventory and Equipment
Schedule 4 Intellectual Property
Schedule 5 Bank Accounts
iii
DISCLOSURE SCHEDULES
The following items are the Schedules referred to in the Security
Agreement, dated as of November 7, 2002 (the "Agreement"), among Interep
National Radio Sales, Inc, a New York corporation ("Interep") and the Grantors
and Collateral Agent (each as defined in the Agreement). Capitalized terms used
in these Schedules and not otherwise defined have the meanings given to them in
the Agreement.
SCHEDULE 1
FILINGS
Please see the following pages for copies of UCC-1 financing
statements to be filed as follows:
Office Within Jurisdiction
Jurisdiction In Which Where Filing Is To Be
Name of Grantor UCC-1 Is To Be Filed Made
------------------------------------------- ------------------------------- -------------------------------
Interep National Radio Sales, Inc. New York Secretary of State
Allied Radio Partners, Inc. New York Secretary of State
American Radio Sales, Inc. New York Secretary of State
▇▇▇▇▇▇▇▇▇ Spanish Media, LLC New York Secretary of State
D&R Radio, Inc. New York Secretary of State
Infinity Radio Sales, Inc. New York Secretary of State
McGavren Guild, Inc. New York Secretary of State
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Inc. New York Secretary of State
Public Radio Network, Inc. New York Secretary of State
SCHEDULE 2
STATE OF INCORPORATION; PRINCIPAL EXECUTIVE OFFICE
Other Names Under Which Grantor Has Done Business Within
Grantor the Past Five Years
------------------------------ -------------------------------------------------------------
Allied Radio Partners, Inc. Concert Music Network
American Radio Sales, Inc. ABC Radio Sales
Infinity Radio Sales, Inc. Infinity Sports; Group W Radio Sales, Inc.; CBS Radio Sales, Inc.
Organization
Jurisdiction of Identification Location of Chief
Grantor Incorporation Number Executive Office
-------------------------------------- ------------------- ------------------ ----------------------------
Interep National Radio Sales, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Allied Radio Partners, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
American Radio Sales, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Spanish Media, LLC New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
D&R Radio, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
iv
Infinity Radio Sales, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
McGavren Guild, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Public Radio Network, Inc. New York Not applicable ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SCHEDULE 3
LOCATION OF INVENTORY AND EQUIPMENT
State Location
-------------------- -----------------------------------------------------------
California ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇., #▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Connecticut ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
P. ▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Colorado ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Florida ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Georgia ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Illinois ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
v
State Location
-------------------- -----------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Kansas ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Massachusetts ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇, #▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Michigan ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Minnesota ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Missouri ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
vi
State Location
-------------------- -----------------------------------------------------------
New York ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ and ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, #▇-▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The Tuxedo Park Executve Conference Center Proprietarship
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ohio ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Oregon ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Pennsylvania ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Texas ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Virginia ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Washington ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Washington, D.C. ▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
vii
SCHEDULE 4
MATERIAL INTELLECTUAL PROPERTY
Material Trademarks
Trademark Registration Date Registration Number
------------------------------------------------------ --------------------------- -----------------------------
Allied Radio Partners 7/15/97 2,079,087
Converging Media 20:20 8/13/02 2,608,028
Country Radio Format Network 8/23/94 1,850,836
E-Radio 1/18/00 2,309,898
E-Radio Sales 6/20/00 2,360,699
Interep 8/23/88 1,501,570
Interep (and design) 8/23/88 1,501,571
Interep Interactive and design 4/18/00 2,343,602
Radio 20:20 5/1/01 2,447,356
Radioexchange 6/18/02 2,580,769
Selling Today...Innovating For Tomorrow 4/11/00 2,340,620
Shop Healthy Sweepstakes 7/23/02 2,598,139
Stationscan 2/18/97 2,038,896
U Can Win 12/15/98 2,211,596
Urban Radio Format Network 8/23/94 1,850,838
Material Trademark Applications
Trademark Date Application Filed Serial Number
------------------------------------------------------ --------------------------- -----------------------------
Conversion Media 2020 5/4/00 76/039614
Conversion Media Marketing 5/4/00 76/039616
Conversion Media Sales 5/4/00 76/039615
Eradio 9/9/02 78/162011
E-Radio 20:20 3/30/01 78/055962
E-Radio Resource 5/31/02 78/132341
Radio 2005 5/4/00 76/039613
Radioxchange 12/10/01 78/097565
The Interep Radio Store and design 4/18/00 76/028618
SCHEDULE 5
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
Company Bank Account Number Type of Account
------------------------------------ ------------- ------------------ -------------------
Interep National Radio Sales; Allied Wachovia Bank ▇▇▇▇▇▇▇▇ Operational Account
Radio Partners, Inc.; American Radio
Sales, Inc.; ▇▇▇▇▇▇▇▇▇ Spanish Media
LLC; D&R Radio, Inc. Infinity Radio
viii
Sales, Inc.; and McGavren Guild, Inc.
Interep National Radio Sales; Allied Wachovia Bank ▇▇▇▇▇▇▇▇ Non A/R depository
Radio Partners, Inc.; American Radio Account
Sales, Inc.; ▇▇▇▇▇▇▇▇▇ Spanish Media
LLC; D&R Radio, Inc. Infinity Radio
Sales, Inc.; and McGavren Guild, Inc.
Interep National Radio Sales; Allied Wachovia Bank ▇▇▇▇▇▇▇▇ Money Market Account
Radio Partners, Inc.; American Radio
Sales, Inc.; ▇▇▇▇▇▇▇▇▇ Spanish Media
LLC; D&R Radio, Inc. Infinity Radio
Sales, Inc.; and McGavren Guild, Inc.
Interep National Radio Sales; Allied Fleet Bank 131865151 Galaxy Prime MM
Radio Partners, Inc.; American Radio Account - 155
Sales, Inc.; ▇▇▇▇▇▇▇▇▇ Spanish Media
LLC; D&R Radio, Inc. Infinity Radio
Sales, Inc.; and McGavren Guild, Inc.
Interep National Radio Sales; Allied Signature NK2-012750 Prime Fund - Capital
Radio Partners, Inc.; American Radio Securities/ Reserves
Sales, Inc.; ▇▇▇▇▇▇▇▇▇ Spanish Media Salans
LLC; D&R Radio, Inc. Infinity Radio
Sales, Inc.; and McGavren Guild, Inc.
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Inc. Fleet Bank 003648-5758 ▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Inc. Fleet Bank 002790-9355 Operational
Public Radio Network, Inc. None None None
ix