Exhibit 10.6
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of November 7, 2002, by and among Interep
National Radio Sales, Inc. ("Interep"), McGavren Guild, Inc., Interep New Media,
Inc. and Interep Interactive, Inc. (each a "Pledgor," collectively the
"Pledgors"), in favor of Guggenheim Investment Management, LLC, as collateral
agent for the Lenders (as defined 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, among Interep, the other Credit Parties party thereto, the lenders party
thereto (the "Lenders") and the Collateral Agent (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement" and capitalized terms used herein but not defined herein being used
herein with the meanings ascribed thereto in the Credit Agreement), the Lenders
have severally agreed to make extensions of credit to the Borrower in the
aggregate principal amount of $10,000,000 upon the terms and subject to the
conditions set forth therein; and
WHEREAS, each Pledgor is the legal and beneficial owner of the shares
of capital stock described in Schedule I hereto (the "Pledged Shares");
WHEREAS, it is a condition precedent under the Credit Agreement that
each Pledgor shall have made the pledge contemplated by this Agreement;
NOW, THEREFORE, in consideration of the premises and in order 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
Interep thereunder, each Pledgor hereby agrees with the Collateral Agent for the
ratable benefit of the Lenders as follows:
Section 1. Pledge. Each Pledgor hereby pledges to the Collateral
Agent on behalf and for the benefit of itself and the Lenders, and grants to the
Collateral Agent on behalf and for the benefit of itself and the Lenders a
security interest in all of its right, title and interest in, to and under the
following (collectively, the "Pledged Collateral"):
(a) all of the Pledged Shares;
(b) all additional shares of stock or other securities of each issuer
of the Pledged Shares from time to time acquired by such Pledgor in any manner
(any such shares being "Additional Shares");
(c) the certificates representing the shares referred to in clauses
(a) and (b) above;
(d) all dividends, cash, instruments and other property or proceeds,
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the foregoing.
Section 2. Security for Obligations. This Agreement secures and the
Pledged Collateral is security for the full and prompt payment when due (whether
at stated maturity, by acceleration or otherwise) of, and the performance of,
the Obligations.
Section 3. Delivery of Pledged Collateral. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Collateral Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent. The Collateral Agent shall have
the right, at any time in its discretion and without notice to any Pledgor, to
transfer to or to register in its name or in the name of any of its nominees any
or all of the Pledged Collateral. In addition, the Collateral Agent shall have
the right at any time to exchange certificates or instruments representing or
evidencing any of the Pledged Collateral for certificates or instruments of
smaller or larger denominations.
Section 4. Representations and Warranties. Each Pledgor makes the
following representations:
(a) The Pledged Shares (i) have been duly authorized and validly
issued; (ii) are fully paid and non-assessable; and (iii) constitute 100% of the
issued and outstanding shares of capital stock of each issuer of the Pledged
Shares.
(b) Such Pledgor is the legal and beneficial owner of the Pledged
Collateral pledged by it hereunder free and clear of any Lien, except for the
Lien and security interest created by this Agreement.
(c) The pledge of the Pledged Shares pursuant to this Agreement
creates a valid and perfected first priority security interest in the Pledged
Collateral, securing the payment of all of the Obligations.
(d) No consent, authorization, approval, or other action by, and no
notice to or filing with, any Governmental Authority is required either (i) for
the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement
or for the due execution, delivery or performance of this Agreement by such
Pledgor, or (ii) for the exercise by the Collateral Agent of the rights provided
for in this Agreement or of the remedies in respect of the Pledged Collateral
pursuant to this Agreement, except as may be required in connection with the
disposition of the Pledged Collateral by laws affecting the offering and sale of
securities generally.
Section 5. Further Assurances, Etc.
(a) Each Pledgor agrees that at any time and from time to time, at the
cost and expense of the Pledgors, such Pledgor will promptly execute and deliver
all further instruments and documents, and take all further action, that may be
necessary or
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desirable, or that the Collateral Agent may request, in order to perfect and
protect the Lien and security interest granted or purported to be granted hereby
or to enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.
(b) Each Pledgor agrees to defend the title to the Pledged Collateral
and the Lien thereon and security interest therein of the Collateral Agent
against the claim of any other Person and to maintain and preserve such Lien and
security interest until payment in full of all of the Obligations.
Section 6. Voting Rights; Dividends; Etc.
(a) As long as no Default or Event of Default shall have occurred and
be continuing(or, in the case of subsection (a)(i) of this Section 6, as long as
no notice thereof shall have been given by the Collateral Agent to any Pledgor):
(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 for any purpose not inconsistent with the terms of this Agreement
or any other Loan Document; provided, however, that each Pledgor shall not
exercise or shall refrain from exercising any such right if, in the Collateral
Agent's reasonable judgment, such action would have a material adverse effect on
the value of the Pledged Collateral or any part thereof; and provided, further,
that each Pledgor shall give the Collateral Agent at least five Business Days'
written notice of the manner in which it intends to exercise, or its reasons for
refraining from exercising, any such right:
(ii) Each Pledgor shall be entitled to receive and retain any
and all dividends paid in respect of the Pledged Collateral, other than any and
all dividends paid or payable other than in cash in respect of, and instruments
and other property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Collateral, all of which shall be forthwith
delivered to the Collateral Agent to hold as Pledged Collateral and shall, if
received by such Pledgor, be received in trust for the benefit of the Collateral
Agent, be segregated from the other property or funds of such Pledgor, and be
forthwith delivered to the Collateral Agent as Pledged Collateral in the same
form as so received (with any necessary endorsement).
(iii) The Collateral Agent shall execute and deliver (or cause to
be executed and delivered) to each Pledgor all such proxies and other
instruments as such Pledgor may reasonably request for the purpose of enabling
such Pledgor to exercise the voting and other rights which it is entitled to
exercise and to receive the dividends which it is authorized to receive and
retain pursuant to paragraph (i) above.
(b) Upon the occurrence and during the continuance of a Default or an
Event of Default:
(i) Upon notice by the Collateral Agent to such Pledgor, all
rights of such Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise pursuant to Section 6(a)(i) above
shall cease, and all
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such rights shall thereupon become vested in the Collateral Agent who shall
thereupon have the sole right to exercise such voting and other consensual
rights.
(ii) All rights of the Pledgors to receive the dividends which
it would otherwise be authorized to receive and retain pursuant to Section
6(a)(ii) above shall cease, and all such rights shall thereupon become vested in
the Collateral Agent who shall thereupon have the sole right to receive and hold
as Pledged Collateral such dividends.
(iii) All dividends which are received by any Pledgor contrary to
the provisions of paragraph (ii) of this Section 6(b) shall be received in trust
for the benefit of the Collateral Agent, shall be segregated from other funds of
such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).
(iv) Each Pledgor shall, if necessary to permit the Collateral
Agent to exercise the voting and other rights which it may be entitled to
exercise pursuant to Section 6(b)(i) above and to receive all dividends and
distributions which it may be entitled to receive under Section 6(b)(ii) above,
execute and deliver to the Collateral Agent, from time to time and upon written
notice of the Collateral Agent, appropriate proxies, dividend payment orders and
other instruments as the Collateral Agent may reasonably request. The foregoing
shall not in any way limit the Collateral Agent's power and authority granted
pursuant to Section 8 hereof.
Section 7. Transfers and Other Liens; Additional Shares.
(a) Each Pledgor agrees that it will not (i) sell or otherwise dispose
of, or grant any option or warrant with respect to, any of the Pledged
Collateral, or (ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the Lien and the security interest
created pursuant to this Agreement.
(b) Each Pledgor agrees that it will (i) cause the issuers of the
Pledged Shares not to issue any shares of stock or other securities in addition
to or in substitution for the Pledged Shares, except, up to 3,000,000 shares of
common stock, $0.01 par value per share, of Interep Interactive, Inc. to ▇▇▇▇
Guild pursuant to the Warrant issued in favor of ▇▇▇▇ Guild, dated as of
December 1, 1999 or with the written consent of the Required Lenders, to such
Pledgor, (ii) pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all Additional Shares, and (iii) promptly (and in
any event within three Business Days) deliver to the Collateral Agent a Pledge
Amendment, duly executed by such Pledgor, in substantially the form of Schedule
II hereto (a "Pledge Amendment"), in respect of the Additional Shares, together
with all certificates or instruments representing or evidencing the same. Each
Pledgor hereby (i) authorizes the Collateral Agent to attach each Pledge
Amendment to this Pledge Agreement, (ii) agrees that all Additional Shares
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder constitute Pledged Shares, and (iii) is deemed to have made,
upon such delivery, the representations and warranties contained in Section 4
hereof with respect to such Pledged Collateral.
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Section 8. Collateral Agent Appointed Attorney-in-Fact and Proxy.
Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent
and any officer thereof, with full power of substitution, as its true and lawful
attorney-in-fact and proxy with full irrevocable power and authority in the
place and stead of such Pledgor and in the name of such Pledgor or in its own
name, from time to time in the Collateral Agent's discretion, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action
and to execute and deliver any and all documents and instruments which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation, to receive, indorse and collect
all instruments made payable to such Pledgor representing any dividend or other
distribution or payment in respect of the Pledged Collateral or any part thereof
and to give full discharge for the same and to vote or grant any consent in
respect of the Pledged Shares authorized by Section 6(b) hereof. Each Pledgor
hereby ratifies, to the extent permitted by law, all that any said attorney
shall lawfully do or cause to be done by virtue hereof. This power, being
coupled with an interest, is irrevocable until the Obligations are paid in full.
Section 9. Collateral Agent May Perform. If any Pledgor fails to
perform any agreement contained herein, the Collateral Agent may itself perform,
or cause performance of, such agreement, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by any Pledgors under
Section 12 hereof and constitute Obligations secured hereby.
Section 10. Reasonable Care. The Collateral Agent 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 Collateral Agent accords its own property,
it being understood that neither the Collateral Agent nor any other Secured
Party shall have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Collateral, whether or not the Collateral Agent or any
other Secured Party has or is deemed to have knowledge of any such matter, or
(ii) taking any necessary steps to preserve rights against any Person with
respect to any Pledged Collateral.
Section 11. Remedies upon Default. If any Event of Default shall have
occurred and be continuing:
(a) The Collateral Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party after
default under the Uniform Commercial Code (the "Code") in effect in the State of
New York at that time, and the Collateral Agent may also, without notice except
as specified below, sell the Pledged Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's board or at
any office of the Collateral Agent or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Collateral Agent may deem
commercially reasonable. Each Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to such Pledgor of the time
and
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place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned. Each Pledgor hereby waives any claims against the Collateral Agent
arising by reason of the fact that the price at which any Pledged Collateral may
have been sold at such a private sale was less than the price which might have
been obtained at a public sale, even if the Collateral Agent accepts the first
offer received and does not offer such Pledged Collateral to more than one
offeree.
(b) If the Collateral Agent shall determine to exercise its right to
sell all or any of the Pledged Collateral pursuant to this Section 11, each
Pledgor agrees that, upon request of the Collateral Agent, such Pledgor will, at
its own cost and expense:
(i) execute and deliver, and use its best efforts to cause each
issuer of the Pledged Shares and its directors and officers to execute and
deliver, all such instruments and documents, and do or cause to be done all such
other acts and things, as may be necessary or, in the opinion of the Collateral
Agent, necessary or advisable to register such Pledged Shares under the
provisions of the Securities Act of 1933, as from time to time amended (the
"Securities Act"), and to cause the registration statement relating thereto to
become effective and to remain effective for such period as prospectuses are
required by law to be furnished, and to make all amendments and supplements
thereto and to the related prospectus which, in the opinion of the Collateral
Agent, are necessary or advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the Securities and Exchange
Commission ("SEC") applicable thereto;
(ii) use its best efforts to qualify the Pledged Collateral under
the state securities or "Blue Sky" laws and to obtain all necessary governmental
approvals for the sale of the Pledged Collateral, as requested by the Collateral
Agent;
(iii) make available to its security holders, as soon as
practicable, an earnings statement which will satisfy the provisions of section
11(a) of the Securities Act; and
(iv) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Pledged Collateral or any part thereof
valid and binding and in compliance with applicable law.
Each Pledgor further acknowledges the impossibility of ascertaining the amount
of damages which would be suffered by the Lenders by reason of the failure by
such Pledgor to perform any of the covenants contained in this Section 11 and,
consequently, agrees that, if such Pledgor shall fail to perform any of such
covenants, it shall pay, as
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liquidated damages and not as a penalty, an amount equal to the value of the
Pledged Collateral on the date the Collateral Agent shall demand compliance with
this Section.
(c) Each Pledgor recognizes that, by reason of requirements and
certain prohibitions contained in the Securities Act and applicable state
securities laws, the Collateral Agent may, at its option, elect not to require
such Pledgor to register all or any part of the Pledged Collateral and may
therefore be compelled, with respect to any sale of all or any part of the
Pledged Collateral, to limit purchasers to those who will agree, among other
things, to acquire such securities for their own account, for investment, and
not with a view to the distribution or resale thereof. Each Pledgor acknowledges
and agrees that any such sale may result in prices and other terms less
favorable to the seller than if such sale were a public sale without such
restrictions and, notwithstanding such circumstances, agrees that any such sale
shall be deemed to have been made in a commercially reasonable manner. The
Collateral Agent shall be under no obligation to delay the sale of any of the
Pledged Collateral for the period of time necessary to permit any Pledgor to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Pledgor would agree to do so.
(d) If the Collateral Agent determines to exercise its right to sell
any or all of the Pledged Collateral, upon written request, each Pledgor shall,
from time to time, furnish to the Collateral Agent all such information as the
Collateral Agent may request in order to determine the number of shares and
other instruments included in the Pledged Collateral which may be sold by the
Collateral Agent as exempt transactions under the Act and rules of the SEC
thereunder, as the same are from time to time in effect.
(e) Any cash held by the Collateral Agent as Pledged Collateral and
all cash proceeds received by the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied by the Collateral Agent:
First, to the payment of the costs and expenses of such sale,
including, without limitation, reasonable expenses of the Collateral Agent and
its agents including the fees and expenses of its counsel, and all expenses,
liabilities and advances made or incurred by the Collateral Agent in connection
therewith or pursuant to Section 9 hereof;
Next, to the payment of the Obligations, in such order as the Credit
Agreement shall prescribe; and
Finally, after payment in full of all of the Obligations, to the
payment to each Pledgor, or its successors or assigns, or to whomsoever may
be lawfully entitled to receive the same as a court of competent jurisdiction
may direct.
Section 12. Expenses. Each Pledgor will upon demand pay to the
Collateral Agent the amount of any and all reasonable expenses, including,
without limitation, the reasonable fees and expenses of the Collateral Agent's
counsel and of any experts and agents, which the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, sale of, collection
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from, or other realization upon, any of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights and remedies hereunder of the
Collateral Agent and the Lenders, or (iv) the failure by such Pledgor to perform
or observe any of the provisions hereof.
Section 13. Security Interest Absolute. All rights of the Collateral
Agent and security interests hereunder, and all obligations of each Pledgor
hereunder, shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any provision of the
Credit Agreement, the Notes or any other Loan Document or any other agreement or
instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any
other term of, or any increase in the amount of, all or any of the Obligations,
or any other amendment or waiver of any term of, or any consent to any departure
from any requirement of, the Credit Agreement, the Notes or any other Loan
Document;
(c) any exchange, release or non-perfection of any Lien on any
other collateral, or any release or amendment or waiver of any term of any
guaranty of, or consent to departure from any requirement of any guaranty of,
all or any of the Obligations; or
(d) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, a guarantor or surety.
Section 14. Amendments, Etc. 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, approved by the
Required Lenders and signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
Section 15. Addresses for Notices. All notices and other
communications provided for hereunder shall be given as provided in Section
10.10 of the Credit Agreement.
Section 16. Continuing Security Interest. This Pledge Agreement shall
create a continuing security interest in the Pledged Collateral and shall (i)
remain in full force and effect until indefeasible payment in full of the
Obligations, (ii) be binding upon each Pledgor, its successors and assigns, and
(iii) inure, together with the rights and remedies of the Collateral Agent
hereunder, to the benefit of and be enforceable by the Lenders and their
respective successors, transferees and assigns. Upon the payment in full of the
Obligations, each Pledgor shall be entitled to the return, upon its request and
at its expense, of such of the Pledged Collateral as shall not have been sold or
otherwise applied pursuant to the terms hereof.
Section 17. Governing Law; Severability Terms. This Agreement shall
be governed by, and be construed and interpreted in accordance with, the law of
the State
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of New York. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity and without invalidating the remaining provisions of
this Agreement. Unless otherwise defined herein or in the Credit Agreement,
terms defined in Article 9 of the Uniform Commercial Code as in effect in the
State of New York are used herein as therein defined.
Section 18. Waiver of Jury Trial. Each Pledgor waives any right it
may have to a trial by jury in respect of any litigation based on, or arising
out of, under or in connection with, this Agreement or any other Loan Document,
or any course of conduct, course of dealing, verbal or written statement or
other action of any Credit Party or any Secured Party.
Section 19. Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not part of this Agreement.
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IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly
executed and delivered by its duly authorized officer on the date first above
written.
Interep National Radio Sales, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Executive Officer and
Senior Vice President
▇▇▇▇▇▇▇▇ Guild, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Executive Officer and
Senior Vice President
Interep New Media, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Executive Officer and
Senior Vice President
Interep Interactive, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Chief Executive Officer and
Senior Vice President
ACCEPTED AND AGREED TO BY:
Guggenheim Investment Management, LLC,
as Collateral Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
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SCHEDULE I TO PLEDGE AGREEMENT
Attached to and forming a part of that certain Pledge Agreement, dated as of
November 7, 2002, by Interep National Radio Sales, Inc. and each of the other
entities listed on the signature pages thereto in favor of Guggenheim Investment
Management, LLC, as Collateral Agent on behalf of and for the benefit of the
Lenders referred to therein.
STOCK
Number of
Class of Certificate Shares/ LLC
Stock Issuer Stock Nos. Par Value Interests Pledged By
--------------------------------------------------------------------------------------------------------------
American Radio Sales, Inc. Common 1 $0.01 100 Interep National Radio
Sales, Inc.
▇▇▇▇▇▇▇▇ Guild, Inc. Common 5 No par 250 Interep National Radio
Sales, Inc.
D&R Radio, Inc. Common 10 No par 196 Interep National Radio
Sales, Inc.
Infinity Radio Sales, Inc. Common 1 No par 10 Interep National Radio
Sales, Inc.
Allied Radio Partners, Common 1 $1.00 1,790 Interep National Radio
Inc. Sales, Inc.
▇▇▇▇▇▇▇▇▇ Spanish Media LLC 1 N/A 95% Interep National Radio
L.L.C. Interests Sales, Inc.
▇▇▇▇▇▇▇▇▇ Spanish Media, LLC 2 N/A 5% ▇▇▇▇▇▇▇▇ Guild, Inc.
L.L.C. Interests
Public Radio Network, Inc. Common 1 $0.01 100 Interep National Radio
Sales, Inc.
Interep New Media, Inc. Common 1 $0.01 1,000 Interep National Radio
Sales, Inc.
Interep Interactive, Inc. Common 2 $0.01 12,000,000 Interep New Media, Inc.
Streaming Audio, Inc. Common 1 $0.01 100 Interep Interactive, Inc.
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Inc. Common 1 $0.01 100 Interep National Radio
Sales, Inc.
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SCHEDULE II TO PLEDGE AGREEMENT
PLEDGE AMENDMENT
This Pledge Amendment, dated ______, 200_, is delivered pursuant to
Section 7 of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement, dated
November _____, 2002, by the undersigned in favor of Guggenheim Investment
Management, LLC as Collateral Agent on behalf of and for the benefit of the
Lenders referred to therein and that the Additional Shares listed on this Pledge
Amendment shall be and become part of the Pledged Collateral referred to in the
Pledge Agreement and shall secure all the Obligations. The terms defined in the
Pledge Agreement or the Credit Agreement are being used herein as therein
defined.
Interep National Radio Sales, Inc.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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STOCK
Stock Issuer Class of Stock Certificate Nos. Par Value Number of Shares Pledged By
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