Exhibit 10.5
Trademark Security Agreement
Trademark Security Agreement, dated as of November 7, 2002, by
Interep National Radio Sales, Inc. (the "Borrower" or "Interep") and each of the
other entities listed on the signature pages hereof or which becomes a party
hereto pursuant to Section 5.1(k) of the Credit Agreement referred to below
(each 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).
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 Interep,
the Grantors, the Lenders party thereto and the Collateral Agent, 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, all the Grantors are party to a Security Agreement of
even date herewith in favor of the Collateral Agent (the "Security Agreement")
pursuant to which the Grantors are required to execute and deliver this
Trademark Security Agreement;
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:
Section 1. Defined Terms
Unless otherwise defined herein, terms defined in the Credit
Agreement or in the Security Agreement and used herein have the meaning given to
them in the Credit Agreement or the Security Agreement.
Section 2. Grant of Security Interest in Trademark 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,
conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent
for the benefit of the Lenders, and grants to the Collateral Agent for the
benefit of the Lenders a lien on and security interest in, all of its right,
title and interest in, to and under the following Collateral of such Grantor
(the "Trademark Collateral"):
(a) all of its Trademarks and Trademark Licenses to which it
is a party, including, without limitation, those referred to on Schedule I
hereto;
(b) all reissues, continuations or extensions of the
foregoing;
(c) all goodwill of the business connected with the use of, and
symbolized by, each Trademark and each Trademark License; and
(d) all Proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present, future (i)
infringement or dilution of any Trademark or Trademark licensed under any
Trademark License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Trademark License.
Section 3. Security Agreement
The security interest granted pursuant to this Trademark Security
Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement and each Grantor hereby
acknowledges and affirms that the rights and remedies of the Collateral Agent
with respect to the security interest in the Trademark Collateral made and
granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.
[Signature Pages Follow]
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
▇▇▇▇▇▇▇▇ GUILD, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
D&R RADIO, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
INFINITY RADIO SALES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
ALLIED RADIO PARTNERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
▇▇▇▇▇▇▇▇▇ SPANISH MEDIA, L.L.C.
Signature Page to Trademark Security Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Secretary
Accepted and Agreed
as of the date first above written:
GUGGENHEIM INVESTMENT MANAGEMENT, LLC,
as Collateral Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Acknowledgement of Grantor
State of New York )
) ss.
County of New York )
On this 7th day of November, 2002 before me personally
appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, proved to me on the basis of satisfactory
evidence to be the person who executed the foregoing instrument on behalf of
Allied Radio Partners, Inc., America Radio Sales, Inc., ▇▇▇▇▇▇▇▇▇ Spanish Media,
L.L.C., D&R Radio, Inc., Infinity Radio Sales, Inc. and McGavren Guild, Inc.,
who being by me duly sworn did depose and say that he is an authorized officer
of said companies, that the said instrument was signed on behalf of said
companies as authorized by its Board of Directors or Members, as applicable, and
that he acknowledged said instrument to be the free act and deed of said
companies.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Notary Public
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
NOTARY PUBLIC, State of New York
No. ▇▇-▇▇▇▇▇▇▇
Qualified in Suffolk County
Commission Expires Aug. 31, 2006
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