EXHIBIT 10.4
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT (the "Agreement"), dated as of July 2, 1998, by
INTEREP NATIONAL RADIO SALES, INC. (the "Company") in favor of BANKBOSTON, N.A.,
(the "Agent"), as administrative agent for the Lenders from time to time parties
to the Credit Agreement (as defined below).
WHEREAS, pursuant to a certain Revolving Line of Credit Agreement, dated as
of the date hereof, among the Company, MCGAVREN GUILD, INC., D&R RADIO, INC.,
CBS RADIO SALES, INC., ALLIED RADIO PARTNERS, INC., ▇▇▇▇▇▇▇▇▇ SPANISH MEDIA
L.L.C. and CLEAR CHANNEL RADIO, LLC, the Agent, SUMMIT BANK, as documentation
agent, and the Lenders (as amended, restated, modified and supplemented and in
effect, from time to time, the "Credit Agreement"; capitalized terms not
otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement), the Lenders have agreed to make certain Loans to the
Borrowers, each of which will derive benefit, directly and indirectly, from such
Loans; and
WHEREAS, it is a condition precedent to the agreement of the Lenders to
make Loans under the Credit Agreement that, among other things, the Company
shall have executed and delivered to the Agent certain Security Documents,
including, without limitation, this Stock Pledge Agreement; and
WHEREAS, this Stock Pledge Agreement is given by the Company in favor of
the Agent and the Lenders to secure the payment and performance of all of the
Secured Obligations (as hereinafter defined).
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Pledge. As security for the prompt payment, observance and
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performance when due (by acceleration or otherwise) of the Secured Obligations,
the Company hereby pledges and grants to the Agent, for the
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equal and ratable benefit of the Lenders, a continuing first priority security
interest in all of the Company's right, title and interest in and to, whether
now existing or hereafter acquired, the following property (collectively, the
"Pledged Collateral"):
(i) the shares of capital stock of any Subsidiary held by the Company
and listed on Schedule I hereto (the "Pledged Shares") (which to the extent
permitted by law are, and shall remain at all times until this Agreement
terminates, certificated securities) and, if incorporated in a jurisdiction
which permits certificates, the certificates representing the Pledged
Shares and in all cases any interest of the Company in the entries on the
books of any financial intermediary pertaining to the Pledged Shares;
(ii) all additional shares of stock of such Subsidiaries from time to
time acquired by the Company in any manner (which to the extent permitted
by law are, and shall remain at all times until this Agreement terminates,
certificated securities) (which shares shall be deemed to be part of the
Pledged Shares) and, if incorporated in a jurisdiction which permits
certificates, the certificates representing such additional shares and in
all cases any interest of the Company in the entries on the books of any
financial intermediary pertaining to such additional shares;
(iii) all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital, income, profits and other property,
interests or proceeds from time to time received, receivable or otherwise
distributed to the Company in respect of or in exchange for any or all of
the Pledged Shares (collectively, "Distributions"); and
(iv) all Proceeds (as defined under the Uniform Commercial Code as in
effect in any relevant jurisdiction or under other relevant law) of any of
the foregoing, and in any event including, without limitation, any and all
(i) proceeds of any insurance, indemnity, warranty or guarantee payable to
the Agent or to the Company from time to time with respect to any of the
Pledged Collateral, (ii) payments (in any form whatsoever) made or due and
payable to the Company from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or
any part of the Pledged Collateral by any Governmental Authority (or any
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person acting on behalf of a Governmental Authority), (iii) instruments
representing obligations to pay amounts in respect of Pledged Shares (iv)
products of the Pledged Collateral, and (v) other amounts from time to time
paid or payable under or in connection with any of the Pledged Collateral.
Section 2. Secured Obligations. This Agreement secures, and the Pledged
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Collateral is collateral security for, the prompt payment and performance in
full when due, whether at stated maturity, by acceleration or otherwise, of (i)
the obligations of the Company under this Agreement (including, without
limitation, the obligation of the Company to repay any and all sums advanced by
the Agent or any Lender, at its or their option, in payment of taxes,
assessments or other public charges and expenses, or to satisfy Liens, other
than those created hereby, on or in the Pledged Collateral or any part thereof
which, if not paid, might encumber the Pledged Collateral or any part thereof)
and (ii) the obligations of the Borrowers to pay, when due (whether at stated
maturity, by acceleration or otherwise), the principal of and interest on the
Loans made and to be made to the Borrowers under the Credit Agreement and the
Notes evidencing the same, and the commitment fees and Agents' fees and all
other amounts payable by any Borrower to the Agents and/or the Lenders
thereunder ((i) and (ii) being collectively referred to as the "Secured
Obligations").
Section 3. No Release. Nothing set forth in this Agreement shall relieve
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the Company from the performance of any term, covenant, condition or agreement
on the Company's part to be performed or observed under or in respect of any of
the Pledged Collateral or from any liability to any person or entity under or in
respect of any of the Pledged Collateral or impose any obligation on the Agent
or any Lender to perform or observe any such term, covenant, condition or
agreement on the Company's part to be so performed or observed or impose any
liability on the Agent or any Lender for any act or omission on the part of the
Company relating thereto or for any breach of any representation or warranty on
the part of the Company contained in this Agreement or any other Credit Document
or in respect of the Pledged Collateral or made in connection herewith or
therewith. The obligations of the Company contained in this Section 3 shall
survive the termination of this Agreement and the discharge of the Company's
other obligations hereunder and under the other Credit Documents.
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Section 4. Delivery of Pledged Collateral.
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(a) All certificates, agreements or instruments representing or evidencing
the Pledged Collateral, to the extent not previously delivered to the Agent,
shall immediately upon receipt thereof by the Company be delivered to and held
by the Agent on behalf of the Lenders pursuant hereto. All Pledged Collateral
shall be in suitable form for transfer by delivery and shall be accompanied by
duly executed instruments of transfer or assignment in blank (with signatures
appropriately guaranteed), all in form and substance satisfactory to the Agent.
The Agent shall have the right, at any time after the occurrence and during the
continuance of an Event of Default and without notice to the Company, to
endorse, assign or otherwise transfer to or to register in the name of the Agent
or any of its nominees any or all of the Pledged Collateral. In addition, the
Agent shall have the right at any time to exchange certificates representing or
evidencing Pledged Collateral for certificates of smaller or larger
denominations.
(b) If any Subsidiary is incorporated in a jurisdiction which does not
permit the use of certificates to evidence equity ownership, then the Company
shall cause such Subsidiary, to the extent permitted by applicable law, to
record such pledge on the stock register of the issuer, execute any customary
stock pledge forms or other documents necessary or appropriate to complete the
pledge and give the Agent the right to transfer such Pledged Shares under the
terms hereof and provide to the Agent an opinion of counsel, in form and
substance satisfactory to it, confirming such pledge.
(c) Notwithstanding anything to the contrary in this Agreement, if any
Pledged Shares (whether now owned or hereafter acquired) are uncertificated
securities, the Company shall promptly notify any Agent thereof, and shall
promptly take all actions required to perfect the security interests of the
Agent under applicable law (including, in any event, under Sections 8-106 and 9-
115 of the Massachusetts Uniform Commercial Code, if applicable). The Company
further agrees to take such actions as the Agent deems reasonably necessary or
desirable to effect the foregoing and to permit the Agent to exercise any of its
rights and remedies hereunder, and agrees to provide an opinion of counsel
reasonably satisfactory to the Agent with respect to any such pledge of
uncertificated securities promptly upon request of the Agent.
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Section 5. Supplements; Further Assurances.
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(a) At any time and from time to time, at the expense of the Company, the
Company shall promptly execute and deliver all further instruments and
documents, including supplemental or additional UCC-1 financing statements, and
take all further action that may be necessary or that the Agent or any Lender
may request, in order to perfect and protect any pledge or security interest
granted or purported to be granted hereby or to enable the Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.
(b) The Company shall, upon obtaining any Pledged Shares, promptly (and in
any event within 5 Business Days) deliver to the Agent a pledge amendment in
substantially the form of Schedule II hereto (each, a "Pledge Amendment"), in
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respect of the additional Pledged Shares which are to be pledged pursuant to
this Agreement, and confirming the attachment of the Lien hereby created on and
in respect of such Pledged Collateral, and shall deliver to the Agent duly
executed instruments of transfer or assignments in blank (with signatures
appropriately guaranteed), all in form and substance satisfactory to the Agent.
The Company hereby authorizes the Agent to attach each Pledge Amendment to this
Agreement and agrees that all Pledged Shares listed on any Pledge Amendment
delivered to the Agent shall for all purposes hereunder be considered Pledged
Collateral.
Section 6. Representations and Warranties. The Company represents and
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warrants as follows:
(i) The Company is, and at the time of any delivery of any Pledged
Collateral to the Agent pursuant to Section 4 of this Agreement will be,
the legal and beneficial owner of the Pledged Collateral. All Pledged
Collateral is on the date hereof and will be, subject to Section 8 hereof,
so owned by the Company free and clear of any Lien or other encumbrance
except for the Lien created by this Agreement or Liens permitted pursuant
to the Credit Agreement.
(ii) The Company has full power, authority and legal right to pledge
all the Pledged Collateral pursuant to this Agreement.
(iii) To our knowledge, no consent of any party (including, without
limitation, any stockholders or creditors of the Company)
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and no consent, authorization, approval, or other action by, and no notice
to or filing with, any Governmental Authority or other person or entity is
required either (x) for the pledge by the Company of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement by the Company, (y) for the exercise by the Agent of the
voting or other nights provided for in this Agreement, or (z) for the
exercise by the Agent of the remedies in respect of the Pledged Collateral
pursuant to this Agreement.
(iv) To our knowledge, all of the Pledged Shares have been, and to the
extent hereafter issued will be upon such issuance, duly authorized and
validly issued and fully paid and nonassessable.
(v) The Company's chief executive office and principal place of
business is at the address set forth in Schedule 11.02 to the Credit
Agreement.
(vi) To our knowledge, as of the date hereof, (x) the Pledged Shares
identified in Schedule I constitute the percentage of the issued and
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outstanding shares of capital stock of the Subsidiaries as identified in
Schedule I, and (y) Schedule I constitutes a true and complete description
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of the Pledged Shares.
(vii) The Company has delivered to the Agent all certificates
representing the Pledged Shares and such delivery and pledge of the Pledged
Collateral pursuant to this Agreement creates a valid and perfected first
priority security interest or the comparable interest under foreign law in
the Pledged Collateral securing the payment of the Secured Obligations
pursuant to the Uniform Commercial Code in effect in each applicable
jurisdiction. This Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms, subject to general principles of equity and bankruptcy,
insolvency, fraudulent conveyance, moratorium or similar laws of general
application affecting the rights and remedies of creditors.
(viii) All information set forth herein relating to the Pledged
Collateral is accurate and complete in all respects.
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(ix) The pledge of the Pledged Collateral pursuant to this Agreement
does not violate Regulation G, T, U or X or any other provision of any
applicable law or regulation or any order, judgment, writ, award or decree
of any court, arbitrator or Governmental Authority, or the certificate of
incorporation or bylaws of the Company.
(x) The Company at all times will be the beneficial owner of the
Pledged Collateral.
Section 7. Voting Rights, Distributions: Etc.
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(a) So long as no Event of Default shall have occurred and be continuing:
(i) The Company shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Shares or any part
thereof for any purpose not inconsistent with the terms or purpose of this
Agreement or any of the other Credit Documents; provided, however, that the
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Company shall not in any event exercise such rights in any manner which may
have a material adverse effect on the value of the Pledged Collateral or
the security intended to be provided by this Agreement.
(ii) Subject to the provisions of Section 1 hereof and the terms of
the Agreement, the Company shall be entitled to receive and retain, and to
utilize free and clear of the Lien of this Agreement, any and all
Distributions; provided, however, that any and all such Distribution
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consisting of rights or interests in the form of shares of stock shall be,
and shall be forthwith delivered to the Agent to hold as, Pledged
Collateral and shall, if received by the Company, be received in trust for
the benefit of the Lenders, be segregated from the other property or funds
of the Company, and be forthwith delivered to the Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement
and stock powers executed in blank).
(iii) The Agent shall be deemed without further action or formality to
have granted to the Company all necessary consents relating to voting
rights and shall, if necessary, upon written request of the Company and at
the Company's sole expense, from
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time to time execute and deliver (or cause to be executed and delivered) to
the Company all such instruments as the Company may reasonably request in
order to permit the Company to exercise the voting and other rights which
it is entitled to exercise pursuant to Section 7(a)(i) hereof and to
receive the Distributions which it is authorized to receive and retain
pursuant to Section 7(a)(ii) hereof.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of the Company to exercise the voting and other
consensual rights it would otherwise be entitled to exercise pursuant to
Section 7(a)(i) hereof without any action or the giving of any notice shall
cease, and all such rights shall thereupon become vested in the Agent,
which shall thereupon have the sole right to exercise such voting and other
consensual rights.
(ii) All rights of the Company to receive Distributions which it would
otherwise be authorized to receive and retain pursuant to Section 7(a)(ii)
hereof shall cease and all such rights shall thereupon become vested in the
Agent, which shall thereupon have the sole right to receive and hold as
Pledged Collateral such Distributions.
(c) The Company shall, at its own expense, from time to time execute and
deliver to the Agent appropriate instruments as the Agent or any Lender may
request in order to permit the Agent to exercise the voting and other rights
which it may be entitled to exercise pursuant to Section 7(b)(i) hereof and to
receive all Distributions which it may be entitled to receive under Section
7(b)(ii) hereof.
(d) All Distributions which are received by the Company contrary to the
provisions of Section 7(b)(ii) hereof shall be received in trust for the benefit
of the Lenders, shall be segregated from other funds of the Company and shall
immediately be paid over to the Agent as Pledged Collateral in the same form as
so received (with any necessary endorsement).
Section 8. Transfers and Other Liens;, Additional Equity Interests;
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Principal Office.
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(a) The Company shall not (i) sell, convey, assign or otherwise dispose of,
or grant any option, right or warrant with respect to, any of the Pledged
Collateral, (ii) create or a permit to exist any Lien or other encumbrance upon
or with respect to any Pledged Collateral other than the Lien and security
interest granted to the Agent for the benefit of the Lenders under this
Agreement, or (iii) permit any Subsidiary to merge, consolidate or change its
legal form, except as expressly permitted by the Credit Agreement and, in the
case of any Subsidiary the shares in which have been pledged hereunder, unless
(i) all of the outstanding capital stock of the surviving or resulting
corporation is, upon such merger or consolidation, pledged hereunder and no
cash, securities or other property is distributed in respect of the outstanding
shares of any other constituent corporation, or (ii) the surviving or resulting
corporation is the Company and any cash, securities or other property
distributed in connection therewith is distributed to the Company.
(b) The Company shall (i) cause each Subsidiary not to issue any shares of
stock in addition to or in substitution for the Pledged Shares issued by such
Subsidiaries, except to the Company, and (ii) pledge hereunder, immediately upon
its acquisition (directly or indirectly) thereof, any and all additional shares
of stock which are required to be pledged hereunder.
(c) The Company shall not change its chief executive office and principal
place of business, and shall not change its corporate name or the name under
which it is conducting business, without giving the Agent not less than 45 days
prior written notice of such change.
Section 9. Reasonable Care. The Agent shall be deemed to have exercised
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reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially
equivalent to that which the Agent, in its individual capacity, accords its own
property consisting of similar instruments or interests, it being understood
that the Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Pledged Collateral, whether or not the Agent has
or is deemed to have knowledge of such matters, or (ii) taking any necessary
steps to preserve rights against any person or entity with respect to any
Pledged Collateral.
Section 10. Remedies upon Default; Decisions Relating to Exercise
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of Remedies.
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(a) If any Event of Default shall have occurred and be continuing, the
Agent shall be entitled to exercise any of the rights, powers and remedies
(whether vested in it by this Agreement or by any other Credit Document or by
law) for the protection and enforcement of the rights of the Lenders in respect
of the Pledged Collateral, and the Agent may, at the instruction of the Majority
Lenders, in addition to other rights and remedies provided for herein or
otherwise available to it to be exercised from time to time, do any one or more
of the following acts, which the Company hereby agrees to be commercially
reasonable: (i) retain and apply the Distributions to the Secured Obligations as
provided for in Section 11 hereof, (ii) transfer all or any part of the Pledged
Collateral into the Agent's name or the name of its nominee or nominees, and
(ii) exercise all the rights and remedies of a secured party on default under
the Uniform Commercial Code in effect in any applicable jurisdiction at that
time, and the Agent may also in its sole discretion, without notice except as
specified below, sell the Pledged Collateral or any part thereof (including,
without limitation, any partial interest in the Pledged Shares) in one or more
parcels at public or private sale, at any exchange, broker's board or at any of
the Agent's offices or elsewhere, for cash, on credit or for future delivery,
and at such price or prices and upon such other terms as the Agent may deem
commercially reasonable, irrespective of the impact of any such sales on the
market price of the Pledged Collateral. The Agent, any Lender or any of their
respective affiliates may be the purchaser of any or all of the Pledged
Collateral at any such sale and shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of
the Pledged Collateral sold at such sale, to use and apply any of the Secured
Obligations owed to such person or entity as a credit on account of the purchase
price of any Pledged Collateral payable by such Person at such sale. Each
purchaser at any such sale shall acquire the property sold absolutely free from
any claim or right on the part of the Company, and the Company hereby waives (to
the full extent permitted by law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. The Company acknowledges
and agrees that, to the extent notice of sale shall be required by law, 5 days'
notice to the Company of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification to
the Company. The Agent shall not be obligated to make any sale of
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Pledged Collateral regardless of notice of sale having been given. The 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. The Company hereby waives any
claims against the Agent or any Lender 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 Agent accepts the first offer received and does not offer such Pledged
Collateral to more than one offeree.
(b) The Company recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, the Agent may be compelled, with respect to
any sale of all or any part of the Pledged Collateral, to limit purchasers to
Persons who will agree, among other things, to acquire the Pledged Collateral
for their own account, for investment and not with a view to the distribution or
resale thereof. The Company acknowledges that any such private sales may be at
prices and on terms less favorable to the Agent than those obtainable through a
public sale without such restrictions (including, without limitation, a public
offering made pursuant to a registration statement under the Securities Act),
and, notwithstanding such circumstances, agrees that any such private sale shall
be deemed to have been made in a commercially reasonable manner and that the
Agent shall have no obligation to engage in public sales and no obligation to
delay the sale of any Pledged Collateral for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.
(c) If the Agent determines to exercise its right to sell any or all of the
Pledged Collateral, upon written request, the Company shall from time to time
furnish to the Agent all such information as the Agent may request in order to
determine the number of Pledged Shares included in the Pledged Collateral which
may be sold by the Agent as exempt transactions under the Securities Act and the
rules of the Securities and Exchange Commission thereunder, as the same are from
time to time in effect.
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(d) The Company recognizes that, by reason of certain prohibitions
contained in laws, rules, regulations or orders of any foreign governmental
authority, the Agent may be compelled, with respect to any sale of all or any
part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such foreign governmental authority. The Company acknowledges
that any such sales may be at prices and on terms less favorable to the Agent
than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agree that any such restricted sale shall be
deemed to have been made in a commercially reasonable manner and that the Agent
shall have no obligation to engage in public sales.
(e) In addition to any of the other rights and remedies hereunder, the
Agent shall have the right to institute a proceeding seeking specific
performance in connection with any of the agreements or obligations hereunder.
Section 11. Application of Proceeds. All Distributions held from time to
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time by the Agent for the benefit of the Lenders and all cash proceeds received
by the Agent in respect of any sale of, collection from, or other realization
upon all or any part of the Pledged Collateral pursuant to the exercise by the
Agent of its remedies as a secured creditor as provided in Section 10 hereof
shall be applied from time to time by the Agent in accordance with the terms and
provisions of the Credit Agreement.
Section 12. Expenses. The Company shall upon demand pay to the Agent and
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any Lender the amount of any and all reasonable out of pocket expenses,
including the reasonable fees and expenses of its counsel and the reasonable
fees and expenses of any experts and agents, which the Agent or such Lender may
incur in connection with (i) the collection of the Secured Obligations, (ii) the
administration of this Agreement, (iii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Pledged
Collateral, (iv) the exercise or enforcement of any of the rights of the Agent
or such Lender hereunder or (v) the failure by the Company to perform or observe
any of the provisions hereof. All amounts payable by the Company under this
Section 12 shall be due upon demand and shall be part of the Secured
Obligations. The Company's obligations under this Section shall survive the
termination of this Agreement and the discharge of the Company's other
obligations hereunder.
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Section 13. No Waiver; Cumulative Remedies.
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(a) No failure on the part of the Agent or any Lender to exercise, no
course of dealing with respect to, and no delay on the part of the Agent or any
Lender in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law.
(b) In the event the Agent shall have instituted any proceeding to enforce
any right, power or remedy under this instrument by foreclosure, sale, entry or
otherwise, and such proceeding shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Agent, then and in every
such case, the Company and the Agent shall be restored to their respective
former positions and rights hereunder with respect to the Pledged Collateral,
and all rights, remedies and powers of the Agent shall continue as if no such
proceeding had been instituted.
Section 14. The Agent May Perform; The Agent Appointed Attorney-in-Fact.
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If the Company shall fail to do any act or thing that it has covenanted to do
hereunder or any warranty on the part of the Company contained herein shall be
breached, the Agent may (but shall not be obligated to) do the same or cause it
to be done or remedy any such breach, and may expend funds for such purpose.
Any and all amounts so expended by the Agent shall be paid by the Company
promptly upon demand therefor, with interest at the highest rate then in effect
under the Credit Agreement during the period from and including the date so
expended to the date of repayment. The Company's obligations under this Section
14 shall survive the termination of this Agreement and the discharge of the
Company's other obligations hereunder and under the Credit Documents. The
Company hereby appoints the Agent its attorney-in-fact with an interest, with
full authority in the place and stead of the Company and in the name of the
Company, or otherwise, from time to time in the Agent's discretion to take any
action and to execute any instrument consistent with the terms of this Agreement
and the other Credit Documents which the Agent may deem necessary or advisable
to accomplish the purposes of this Agreement. The foregoing grant of authority
is a power of attorney coupled with an interest and such
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appointment shall be irrevocable for the term of this Agreement. The Company
hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof other than anything that constitutes gross negligence or willful
misconduct by such attorney.
Section 15. Indemnity.
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(a) Indemnity. The Company hereby agrees to assume liability for, and does
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hereby agree to indemnify, protect, save and keep harmless the Agent, the
Lenders and their respective agents and servants, from and against, any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits and
reasonable costs and expenses of whatsoever kind or nature, imposed on, incurred
by or asserted against the Agent, the Lenders or their respective agents and
servants, in any way relating to or arising out of this Agreement, or the
manufacture, purchase, acceptance, rejection, ownership, delivery, lease,
possession, use, operation, condition, merchantability, fitness, sale, return or
other disposition of any Pledged Collateral (other than by reason of the
respective indemnitees' own gross negligence or willful misconduct). Without
limiting the generality of the foregoing, the Company hereby agrees to reimburse
the Agent and the Lenders for all costs, liabilities or expenses reasonably
incurred by them pursuant to any of the duties hereby or thereby created or in
the exercise of any duty, right, remedy or power herein or therein imposed or
conferred upon them (other than any such costs, liabilities and expenses
resulting from the Agent's gross negligence or willful misconduct).
(b) Survival. The obligations of the Company contained in this Section 15
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shall survive the termination of this Agreement and the discharge of the
Company's other obligations hereunder and under the other Credit Documents.
Section 16. Amendments; Etc. This Agreement may not be amended or
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modified except by written agreement of the Company and the Agent (with the
consent of the Majority Lenders), and no consent or waiver hereunder shall be
valid unless in writing and signed by the Person or Persons giving such consent
or waiver, provided that any amendment or modification that releases all or a
significant portion of the Pledged Collateral hereunder shall require the
consent of each of the Lenders.
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Section 17. Termination. When all the Secured Obligations (other than
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Secured Obligations in the nature of continuing indemnities and expense
reimbursement obligations not yet due and payable) have been indefeasibly paid
in full in cash and have been terminated this Agreement shall terminate. Upon
termination of this Agreement, the Agent shall, upon the request and at the
expense of the Company, forthwith assign, transfer and deliver to the company,
against receipt and without recourse to or warranty by the Agent or the Lenders,
such of the Pledged Collateral as may be in the possession of the Agent and as
shall not have been sold or otherwise applied pursuant to the terms hereof, on
the order of and at the expense of the Company, and proper instruments
(including UCC termination statements on Form UCC-3) acknowledging the
termination of this Agreement.
Section 18. Notices. All notices, requests and demands will be given to
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or made upon the respective parties hereto in writing (the term "in writing" to
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include reference to communications by telex, telegram, cable or telecopier
provided the same are promptly confirmed by letter) at their respective
addresses specified in Schedule 11.02 of the Credit Agreement or as to any party
at such other address as may be designated by it in a written notice to all
other parties. All notices, requests, consents and demands hereunder will be
effective when personally delivered or when duly deposited in the mails,
delivered to the telegraph office or telexed or telecopied, addressed as
aforesaid.
Section 19. Assignment. Subject to the provisions of Section 11.06 of the
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Credit Agreement, it is understood that the Lenders may from time to time assign
their rights in respect of the Secured Obligations, and the word "Lenders" when
used herein shall be deemed to mean the Lenders and their respective successors
and assignees.
Section 20. Governing Law. This agreement shall be governed by, and shall
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be construed and enforced in accordance with, the laws of The Commonwealth of
Massachusetts.
Section 21. Severability of Provisions. Any provision of this Agreement
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which 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 or
affecting the validity or enforceability of such provision in any other
jurisdiction.
16
Section 22. Execution in Counterparts. This Agreement and any amendments,
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waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.
Section 23. Headings. The Section headings used in this Agreement are for
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convenience of reference only and shall not affect the construction of this
Agreement.
Section 24. Credit Agreement Provisions. For purposes hereof, the
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provisions of Sections 10.09, 11.03 and 11.04 of the Credit Agreement are hereby
incorporated, mutatis mutandis, as if set forth herein in full. So long as any
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Secured Obligations shall remain outstanding hereunder, such provisions, as so
incorporated, shall survive the payment in full of the Loans, and the
termination of the Credit Agreement.
Section 25. Future Advances. This Agreement shall secure payment of any
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amounts advanced from time to time pursuant to the Credit Agreement.
IN WITNESS WHEREOF, the Company has caused this Stock Pledge Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
INTEREP NATIONAL RADIO
SALES, INC.
By: /s/ ▇▇▇▇ ▇. Guild
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Name: ▇▇▇▇ ▇. Guild
Title: President, Marketing Division
SCHEDULE I
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CERT- NUMBER NUMBER OF
CLASS OF PAR IFICATE OF OUTSTANDING
ISSUER STOCK VALUE NO(S) SHARES PLEDGED SHARES
---------------- ----------------- ------------------ ------------------ ------------------ ----------------------
McGavren Common No par 3 200 200
Guild, Inc. Common No par 4 43.25 43.25
Common No par 166 6.75 6.75
D&R Radio, Common No par 10 196 196
Inc.
CBS Radio Common No par 1 10 10
Sales, Inc.
Allied Radio Common $1.00 par 7 1790 1790
Partners, Inc.
2
SCHEDULE II
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PLEDGE AMENDMENT
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This Pledge Amendment, dated , , is delivered pursuant to
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Section 5(b) of the Agreement referred to below. The undersigned hereby agrees
that this Pledge Amendment may be attached to the Stock Pledge Agreement, dated
as of September 19, 1997, between, among others, the undersigned and BankBoston,
N.A., as agent (the "Agreement"; capitalized terms defined therein being used
herein as therein defined). and that the Pledged Shares listed on this Pledge
Amendment shall be deemed to be and shall become part of the Pledged Collateral
and shall secure all Secured Obligations.
INTEREP NATIONAL RADIO SALES, INC.
By:
--------------------------------------
Name:
Title: