EX-10.1



 






Exhibit 10.1




SECURITY AGREEMENT




     THIS SECURITY AGREEMENT (this “Agreement”), is made as of March 1, 2006
(“Effective Date”), by and between MEGA MEDIA HOLDINGS, INC., a Delaware corporation
(“MMH”), WDLP LICENSING, INC., a Delaware corporation (“Mega-Sub” and, together
with MMH individually and collectively, “Debtor”), and WDLP BROADCASTING COMPANY, LLC, a
Delaware limited liability company, WDLP LICENSED SUBSIDIARY, LLC, a Delaware limited liability
company, ROBIN BROADCASTING COMPANY, LLC, a Delaware limited liability company, and ROBIN LICENSED
SUBSIDIARY, LLC, a Delaware limited liability company (collectively, “Secured Party”).



RECITALS




     A. MMH and Secured Party (together with certain Subsidiaries of Secured Party) entered into
an Asset Purchase Agreement dated as of July 12, 2005 (as amended to the date hereof, the
“Purchase Agreement”), providing, subject to the terms and conditions thereof, for the
sale of certain television stations and related assets to Debtor. Pursuant to Amendment No. 3 to
the Purchase Agreement dated as of January 6, 2006, Mega-Sub, a wholly owned subsidiary of MMH,
was added as one of the buyers thereunder. Capitalized terms used herein without definition have
the identical meanings assigned to them in the Purchase Agreement.



     B. Pursuant to the terms and conditions of the Purchase Agreement, as of the Effective Date
Debtor acquired the Assets and paid the Purchase Price, which included delivery to Secured Party of
a Secured Promissory Note dated as of the Effective Date in the original principal amount of
$18,500,000.00 (as the same may be amended, restated, renewed, replaced, supplemented, extended or
otherwise modified from time to time, the “Note”); and



     C. It was a condition to the Closing that Debtor grant to Secured Party the liens and
security interests contemplated hereby. Debtor has agreed to enter into this Agreement in order
to grant such liens and security interests.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:


     Section 1. The Security Interests and Related Rights.




     (a) Grant. In order to secure (i) the due and punctual payment of all obligations,
indebtedness and liabilities of Debtor to Secured Party under the Note including, without
limitation, any and all interest payable thereon at the interest rates provided in the Note,
regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy,
reorganization or insolvency of Debtor (a “Reorganization”); (ii) the due and punctual
payment and performance of all indebtedness, liabilities and obligations of Debtor under this
Agreement; and (iii) the performance of all of the obligations of Debtor to Secured Party
contained in the



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Purchase Agreement and any of the Loan Documents contemplated by the Note (all of
the
foregoing hereinafter collectively called the “Obligations”), Debtor hereby grants to
Secured Party:



          A. the rights and remedies provided in Section 8(d) of this Agreement with respect to the
Stations’ Licenses; and



          B. a continuing security interest in the following Assets purchased by Debtor on the Effective
Date pursuant to the Purchase Agreement (hereinafter the Assets described in this part B. are
collectively called the “Collateral”) upon and subject to the terms and conditions set
forth in this Agreement:




(1) the leasehold estates or license rights relating to the Stations under the leases and
licenses (“Real Property Leases”) which are identified on Exhibit A-2
attached hereto covering the premises (“Leased Real Property”) more particularly
described also on said Exhibit A-2, and all rights (including rights of refund and
offset relating to any post-Closing events), privileges and options in favor of Debtor
relating or pertaining to such Real Property Leases arising on and after the Closing Date;




(2) the fixed and tangible personal property and equipment listed on Exhibit A-3
attached hereto (the “Tangible Assets”);




(3) the assignable rights in and under Intellectual Property owned by or licensed to
Secured Party immediately prior to the Effective Date consisting of the Intellectual
Property listed on Exhibit A-4 attached hereto, together with goodwill and other
intangible property, relating to, or used or useful in connection with the operation of the
Stations on the Effective Date, but not any of the foregoing which constitute or are
related to the Excluded Assets;




(4) all right, title and interest in, to, and under all Permits identified on Exhibit
A-5 attached hereto relating to, or used or useful in connection with the operation of
the Stations or relating to the use, operation or enjoyment of the Assets;




(5) all right, title and interest of Debtor in, to and under the personal property leases
identified on Exhibit A-6 attached hereto, and all rights (including rights of
refund and offset relating to any post-Closing events), privileges, deposits, claims,
causes of action and options in favor of such Debtor relating or pertaining to such
Personal Property Leases;




(6) the contracts and agreements relating to the Stations which are identified on
Exhibit A-7 attached hereto (together with the Real Property Leases and the
Personal Property Leases, the “Assumed Contracts”);




(7) except as set out in Section 1.2 in the Purchase Agreement, all books, records, papers
and instruments that relate specifically to the other Assets, including without limitation,
programming information and studies, marketing and demographic data, dealings with
customers, vendors and suppliers of the Stations, and including



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computerized books and records and other computerized storage media and the software
(including documentation and object and source codes) used in connection therewith;




(8) all surveys, maps and building and machinery diagrams and plans of each Seller relating
to any of the Assets;




(10) all additional Real Property Leases in effect as of the Effective Date between Secured
Party, as sublessor or sublicensor, and Debtor as sublessee or sublicense, covering the
Leased Real Property described on Exhibit A-8 attached hereto;




(11) all additions to and replacement parts installed into or as part of the Tangible
Assets and all replacements for damaged, disposed of or otherwise non-usable Tangible
Assets. For the avoidance of doubt, Collateral shall not include new equipment, upgraded
equipment and other tangible property acquired for any purpose other than as a replacement
or addition to Assets purchased pursuant to the Purchase Agreement; and




(12). all proceeds and products of all of the foregoing, including without limitation
proceeds of insurance (subject to the rights of Debtor thereto contained in this
Agreement), whether now owned or hereafter acquired by Debtor or in which Debtor may now
have or hereafter acquire an interest.



     (b) Tangible Collateral; Post-Closing Collateral. All Collateral consisting of
equipment, inventory, fixtures or other tangible property is sometimes hereinafter collectively
called the “Tangible Collateral”. All Collateral under Sections 1(a)B.(11) and (12) is
sometimes hereinafter collectively called the “Post-Closing Collateral”.



     (c) Security Interests. Subject to the terms and conditions of this Agreement,
including with respect to the rights of Secured Party under this Agreement following an Event of
Default, Secured Party and Debtor acknowledge and agree that Debtor owns the Collateral and may
use, control and manage the Collateral in the operation of its business, and receive and use
income, revenue and profits arising therefrom and proceeds thereof. The security interests
granted pursuant to this Section 1 (collectively, the “Security Interests”) are granted as
security only and shall not subject Secured Party to, or transfer to Secured Party, or in any way
affect or modify, any obligation or liability of Debtor under any of the Collateral or any
transaction which gave rise thereto.



     (d) Scope of Security Interest. The Collateral is intended to consist of all assets
of Debtor described in Section 1(a)(B) above, whether or not within the scope of Article 9 of the
Uniform Commercial Code (“Article 9”), and whether now owned, or hereafter arising or
acquired as part of the Post-Closing Collateral, and wherever located. Any term used in this
Agreement and not defined in this Agreement or the Purchase Agreement shall have the meaning given
such term in Article 9.



     Section 2. Filing; Further Assurances. Debtor will, at its expense,
execute, deliver, file and record (in such manner and form as Secured Party may reasonably
require), or authorize



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Secured Party to file and record, any financing statements (in a
commercially reasonable form), any carbon, photographic or other reproduction of a financing
statement or this Agreement
(which the parties hereto agree shall be sufficient as a financing statement hereunder), any
specific assignments or other paper that may be reasonably necessary or desirable, or that Secured
Party may reasonably request, in order to create, confirm, preserve, perfect or validate any
Security Interest or to enable Secured Party to exercise and enforce its rights and remedies
hereunder or under Applicable Law with respect to any of the Collateral. Debtor hereby appoints
Secured Party, which appointment is irrevocable and coupled with an interest, as Debtor’s
attorney-in-fact to prepare, execute and file (with or without signatures) in the name and on
behalf of Debtor or otherwise such financing statements and/or other instruments or recordings as
Secured Party may at any time request or require with respect to the Collateral and the Security
Interests and Debtor hereby ratifies any such financing statements filed by Secured Party prior to
the Effective Date.



     Debtor shall at any time and from time to time, take such steps as Secured Party may
reasonably request for Secured Party to insure the continued perfection and priority of the
Security Interests in any of the Collateral and of the preservation of Secured Party’s rights
therein.



     Section 3. Representations and Warranties of Debtor. Debtor hereby
represents and warrants to Secured Party as follows:



          (a) Debtor is the sole and exclusive legal and equitable owner of all right, title and
interest in and has good and marketable title to all of the Collateral and the Licenses as of the
Effective Date, free from any Lien, other than Permitted Liens, now or hereafter created.



          (b) Except for such financing statements as may be described in Exhibit B attached
hereto and except for financing statements reflecting Liens not suffered by or otherwise arising by
reason of any act or omission of Debtor or Parent, no financing statement covering the Collateral
is on file in any public office as of the Effective Date, other than the financing statements filed
pursuant to this Agreement or filed prior to the Effective Date (which prior filings are described
in Exhibit B).



          (c) All additional information, representations and warranties contained in Exhibit C
attached hereto are true, accurate and complete in all material respects on the Effective Date.



     Section 4. Covenants of Debtor. Debtor hereby covenants and agrees as
follows:



          (a) Debtor will use all commercially reasonable efforts to protect the Collateral and the
Licenses against all claims and demands of all persons at any time claiming any Lien (other than
Permitted Liens) therein;



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          (b) Debtor will provide Secured Party, as promptly as practical, but in all events not later
than ten (10) business days following the occurrence, with written notice of (a) any change in the
office where Debtor maintains its books and records, or (b) the movement or location of any
material portion of the Collateral to or at any address other than as set forth in said Exhibit
C attached hereto;



          (c) Debtor will promptly pay any and all Taxes upon the Collateral, or any other Taxes that
otherwise impose a Lien upon the Collateral, prior to the date penalties are attached thereto
unless the Debtor is contesting such Taxes in good faith by appropriate proceedings so long as
payment of any such Taxes shall be made before any of the Collateral shall be seized or sold in
satisfaction thereof;



          (d) Debtor will immediately notify Secured Party of any event causing a substantial loss or
diminution in the value of all or any material part of the Collateral or the Licenses and the
amount or an estimate of the amount of such loss or diminution;



          (e) Debtor will have and maintain insurance at all times in accordance with the provisions of
this Agreement;



          (f) Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the
Collateral or any interest therein without the prior written consent of Secured Party except as
otherwise specifically permitted under this Agreement;



          (g) Debtor shall have good and marketable title to all of the Post-Closing Collateral as and
when acquired or obtained, free from any Lien other than Permitted Liens;



          (h) The Collateral and the Licenses shall be free from any Lien other than Permitted Liens;



          (i) Debtor will keep the Collateral in good order and repair, reasonable wear and tear
excepted, and will not waste or destroy or dispose of the Collateral or any part thereof, in each
case except for the disposition of Tangible Collateral undertaken in the ordinary course of
business or as otherwise permitted by this Agreement;



          (j) Debtor will not use the Collateral or the Licenses in violation in any material respect of
the Communications Laws or in violation in any material respect of any other Applicable Law; and



          (k) Debtor will not change its name, identity or structure, except after the delivery to
Secured Party by Debtor of all documents and instruments necessary for Secured Party to continue
its first-priority perfected security interest in the Collateral, the form and substance of which
documents and instruments shall be acceptable to Secured Party in Secured Party’s sole discretion.



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     Section 5. Records Relating to Collateral. Debtor will keep its records
concerning the Collateral and the Licenses at Debtor’s executive office or one or more of the
other locations designated in Exhibit C attached hereto or at such other place or places
of business of which Secured Party may approve in writing. Debtor will hold and preserve such
records and will permit representatives of Secured Party at any reasonable time during normal
business hours to examine and inspect the Collateral and to make abstracts from such records in
accordance with the terms of this Agreement, and will furnish to Secured Party such information
and reports
regarding the Collateral as Secured Party may from time to time reasonably request;
provided, however, that so long as no Event of Default has occurred and is
continuing, Secured Party shall give Debtor at least five (5) Business Days advance notice prior
to the date of examination or inspection.



     Section 6. General Authority. To the extent permitted by Applicable Law,
including, but not limited to, the Communications Laws, federal and state securities laws and the
rules and policies of the FCC, Debtor hereby appoints Secured Party as Debtor’s lawful attorney,
with full power of substitution, in the name of Debtor, Secured Party, or otherwise, for the sole
use and benefit of Secured Party, but at Debtor’s expense, to exercise, all or any of the
following powers with respect to all or any of the Collateral during the existence and
continuation of any Event of Default (which power shall be in addition and supplemental to any
powers, rights and remedies of Secured Party described herein or otherwise available to Secured
Party under Applicable Law):



          (a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to
become due;



          (b) to receive, take, endorse, assign and deliver all checks, notes, drafts, documents and
other negotiable and non-negotiable instruments and chattel paper taken or received by Secured
Party;



          (c) to settle, compromise, initiate, prosecute or defend any action or proceeding with respect
thereto;



          (d) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails
thereof, as fully and effectually as if Secured Party were the absolute owner thereof;



          (e) to extend the time of payment of any or all thereof and to make any allowance and other
adjustments with reference thereto; and



          (f) to discharge any Taxes and Liens at any time placed thereon.


Such appointment as attorney is irrevocable and coupled with an interest.




     Section 7. Events of Default. Debtor shall be in default under this
Agreement upon the occurrence of any one of the following events (herein referred to as an
“Event of Default”):



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          (a) upon the close of Business on the tenth (10th) Business Day after notice has
been given by Secured Party to Debtor of any material default by Debtor in the due observance or
performance of any covenant or agreement contained herein, if such default is not Cured (as defined
below) within such ten (10) Business Day period;



          (b) upon the close of business on the tenth (10th) Business Day after notice has
been given by Secured Party to Debtor of any material breach of any representation or warranty
contained in this Agreement when made or deemed to be made, if such breach is not Cured within such
ten (10) Business Day period;



          (c) the occurrence of any “Acceleration Event” under (and as defined in) the Note or any event
of default under the provisions of any agreement now or hereafter securing or guarantying any of
the Note, or of any agreement now or hereafter evidencing or securing or guarantying any of the
Obligations.



          “Cure” shall mean: (i) in respect of a covenant or agreement, the doing of such
action or ceasing of such prohibited action in all material respects addressed by such covenant or
agreement; (ii) in respect of a representation or warranty, creating the state of affairs described
in the representation or warranty in all material respects; and (iii) if the default is the breach
of any obligation to maintain, preserve or protect the value of any Tangible Collateral, and
provided that such Tangible Collateral is not reasonably necessary for Debtor to conduct its
ordinary business operations, the completion of either of the following actions: (A) making a
prepayment to Secured Party under the Note in an amount equal to Asset Value (as defined below), or
(B) depositing cash collateral in the amount equal to the Asset Value in a control, lock-box or
other account, and executing such documents and instruments as shall be required by Secured Party,
in its reasonable judgment, so that Secured Party shall have a first priority Lien thereon (other
than Permitted Liens), in which case such cash shall also be Post-Closing Collateral. As used
herein, the term “Asset Value” shall mean the greater of (i) the insurance proceeds, plus
the amount of any applicable deductible, received or receivable by Debtor for such Tangible
Collateral, or (ii) an amount equal to the replacement cost of such Tangible Collateral.



     Section 8. Remedies Upon Event of Default.



     (a) Subject to the limitations in Section 14 hereof, if an Event of Default shall occur and
be continuing, Secured Party may exercise all the rights and remedies of a secured party under
Article 9 (whether or not Article 9 is in effect in the jurisdiction where such rights and
remedies are exercised), but solely with respect to the Collateral. Subject to the limitations in
Section 14 hereof, without limitation of the foregoing, unless the Obligations shall have been
paid in full in cash, Secured Party may, without further demand, advertisement or notice, except
as expressly provided for in subsection (1) of this Section 8(a),




     (1) Sell the Tangible Collateral, or any part or component thereof, in one or more
sales, at public or private sale or at any broker’s board or on any securities exchange,
conducted by any officer or agent of Secured Party, at a place of business of Secured Party
or elsewhere, for cash, upon credit or future delivery, and at such price or prices as
Secured Party shall, in its sole discretion, determine, and, to the extent permitted



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by
law, Secured Party may be the purchaser of any or all of the Tangible Collateral so sold.
Secured Party may require Debtor to assemble all or any part of the Tangible Collateral and
make it available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient. Any holder of an Obligation may be the purchaser of any or all of
the Tangible Collateral so sold at any public sale (or, if the Tangible Collateral is of a
type customarily sold in a recognized market or is of a type which is the subject of widely
distributed standard price quotations, at any private sale) and thereafter hold the same
absolutely free from any right or claim of whatsoever kind. Secured Party is authorized,
at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or
purchasers of any of the Pledged Securities to persons who will represent and agree that
they are purchasing for their own account for investment and not with a view
to the distribution or sale of any of such Pledged Securities. Upon any such sale,
Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof
the Tangible Collateral so sold. Each purchaser (including Secured Party) at any such sale
shall hold the Tangible Collateral so sold absolutely free from any claim or right of
whatsoever kind, including, without limitation, any equity or right of redemption of Debtor
which Debtor, to the extent it may lawfully do so, hereby specifically waives. Unless the
Tangible Collateral to be sold is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, Secured Party shall give Debtor at
least ten (10) days’ written notice of its intention to make any such public or private
sale or sales at a broker’s board or on a securities exchange. Secured Party and Debtor
agree that such notice constitutes “reasonable notification” within the meaning of Article
9. Such notice, in case of a public sale, shall state the place fixed for such sale, and
in case of sale at a broker’s board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Tangible Collateral, or
the portion thereof so being sold, will first be offered for sale at such board or
exchange. Such notice, in case of a private sale or disposition, shall state the time
after which any private sale or other intended disposition is to be made. Any such private
sale shall be held at such time or times within ordinary business hours and at such place
or places as Secured Party may fix in the notice of such sale. At any public or private
sale, the Tangible Collateral may be sold in one lot as an entirety or in separate parcels,
as Secured Party may determine. Secured Party shall not be obligated to make any sale
pursuant to any such notice. Secured Party may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for such sale, or any adjournment thereof, and any such sale
may be made at any time or place to which the same may be so adjourned without further
notice or publication. In case of any sale of all or any part of the Tangible Collateral
for credit or for future delivery, the Tangible Collateral so sold may be retained by
Secured Party until the selling price is paid by the purchaser thereof, but Secured Party
shall not incur any liability in case of the failure of such purchaser to pay for the
Tangible Collateral so sold, and in case of any such failure, such Tangible Collateral may
again be sold under and pursuant to the provisions hereof; or




     (2) Subject to the limitations in Section 14 hereof, instead of exercising the power
of sale herein, proceed by a suit or suits at law or in equity to foreclose the



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Security
Interests and sell the Tangible Collateral, or any portion or component thereof, under a
judgment or decree of a court or courts of competent jurisdiction.



     (b) Subject to Section 14 hereof and the Communications Laws, Secured Party as
attorney-in-fact pursuant to Section 6 hereof may, in the name and stead of Debtor, make and
execute all conveyances, assignments and transfers of any Tangible Collateral sold by or on behalf
of the Secured Party in accordance with this Agreement. Debtor shall, if so reasonably requested
by Secured Party, ratify and confirm any sale or sales by executing and delivering to Secured
Party, or to such purchaser or purchasers, all such instruments as may, in the reasonable judgment
of Secured Party, be advisable for such purpose.



     (c) The receipt by Secured Party of the purchase money paid at any such sale made by it shall
be a sufficient discharge therefor to any purchaser (other than Secured Party) of the
Tangible Collateral, or any portion thereof, sold as aforesaid; and no such purchaser (or such
purchaser’s representatives or assigns) (other than Secured Party), after paying such purchase
money and receiving such receipt, shall be bound to see to the application of such purchase money
or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or
nonapplication of any such purchase money, or any part thereof, or be bound to inquire as to the
authorization, necessity, expediency or regularity of any such sale.



     (d) Subject to the limitations in Section 14 hereof, if an Event of Default shall have
occurred and be continuing, Debtor shall take any action which Secured Party may reasonably request
(consistent with the Communications Laws) in order to transfer or assign all Licenses for operation
and ownership of the Stations, or relating to the Stations and the Licenses, to a receiver for the
Stations appointed by a court of competent jurisdiction (a “Receiver”). Secured Party is
specifically empowered to request that a court of competent jurisdiction appoint a Receiver for
the Stations, who promptly shall file a Form 316 application with the FCC, seeking an involuntary
transfer of control of the Stations’ Licenses to the Receiver, in order that the Receiver may
obtain a binding purchase offer from a qualified, bona fide subsequent buyer to
whom control of the Stations’ Licenses ultimately shall be assigned or transferred, subject to the
prior approval of the FCC. Debtor agrees to cooperate to the fullest extent in both any court
proceeding appointing the Receiver and also in the execution and filing with the FCC of the
aforementioned Form 316 application and, in the absence of such voluntary cooperation by Debtor,
Secured Party may enforce this provision by court order. Upon the occurrence and continuance of an
Event of Default, Debtor shall use its best efforts to cooperate and assist in obtaining required
approvals by the FCC, and any other Governmental Authority, if required, for any actions or
transactions contemplated by this Agreement and any related agreements, including without
limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s
portion of any FCC application for consent to the assignment or transfer of the Licenses.



     (e) The Receiver shall in addition have the power to dispose of the Stations, the Licenses and
the Collateral in any manner lawful in the jurisdiction in which such Receiver’s appointment is
confirmed, including the power to conduct a public or private sale of the Stations, the Licenses
and the Collateral; provided, however, that the successful bidder at any such
public or private arm’s-length sale shall not acquire any License unless and until the appropriate



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Governmental Authority shall first have granted its consent to such acquisition (or such consent
shall, for any other reason, no longer be required under applicable law or regulation). Secured
Party may bid at any such public or private sale.



     (f) DEBTOR ACKNOWLEDGES THAT THE ASSIGNMENT OR TRANSFER OF THE LICENSES IS INTEGRAL TO SECURED
PARTY’S PROTECTION OF ITS RIGHTS, THAT THERE IS NO ADEQUATE REMEDY AT LAW FOR FAILURE BY DEBTOR TO
COMPLY WITH THE PROVISIONS OF THIS SECTION 8 AND THAT SUCH FAILURE WOULD NOT BE ADEQUATELY
COMPENSABLE IN DAMAGES, AND THEREFORE AGREES THAT THE AGREEMENTS CONTAINED IN THIS SECTION 8 MAY BE
SPECIFICALLY ENFORCED SUBJECT TO ANY NECESSARY ACTION BY THE FCC UNDER THE COMMUNICATIONS LAWS.



     (g) Notwithstanding anything herein contained to the contrary, Debtor’s execution and delivery
of this Agreement and any related agreements, prior to Secured Party’s exercise of its remedies
hereunder and the granting of FCC approval therefor to the extent such consent is required by the
Communications Laws, (i) do not and will not constitute, create, or have the effect of constituting
or creating, directly or indirectly, actual or practical ownership of Debtor by Secured Party, or
control, affirmative or negative, direct or indirect, by Secured Party over the programming,
management, or any other aspect of the operation of Debtor or any of its broadcast properties,
which ownership and control shall remain exclusively and at all times in Debtor; and (ii) do not
and shall not constitute the transfer, assignment, or disposition in any manner, voluntarily or
involuntarily, directly or indirectly, of any License at any time issued by the FCC to Debtor or
the transfer of control of Debtor within the meaning of the Communications Laws, in any of the
foregoing cases, unless and until the provisions of this Agreement which are conditions to such
transfer, assignment or disposition of control of Debtor or the Licenses are met.



     (h) Notwithstanding any other provision of this Agreement or any related agreements to the
contrary, any foreclosure on, sale, transfer or other disposition of, or the exercise of any right
to vote or consent with respect to the Licenses or any of the Collateral as provided herein or
therein or any other action taken or proposed to be taken by Secured Party hereunder or thereunder
which would affect the operational, voting, or other control of Debtor, shall be pursuant to the
Communications Laws, and, if and to the extent required thereby, subject to the prior approval of
the FCC; including, without limitation, that no foreclosure on, or sale, or other transfer, or
disposition of any of the Tangible Collateral by Secured Party shall deprive the Debtor from the
ability to operate the Stations for such period of time until Debtor no longer holds Licenses for
the Stations.



     (i) All rights and remedies contained herein shall be separate and cumulative and in addition
to all other rights and remedies available to a secured party under Applicable Law, and the
exercise of one shall not in any way limit or prejudice the exercise of any other such rights or
remedies.



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     Section 9. Right of Secured Party to Use and Operate Tangible Collateral,
Etc. Upon the occurrence and during the continuance of an Event of Default, to the extent
permitted by Applicable Law, including, but not limited to, the Communications Laws, and subject to
Section 14 hereof, (a) Secured Party shall have the right and power to take possession of all or
any part of the Tangible Collateral, and to exclude Debtor and all persons claiming under Debtor
wholly or partly therefrom, and thereafter to hold, store, and/or use, operate, manage and control
the same, (b) Secured Party may, from time to time, at the expense of Debtor, make all such
repairs, replacements, and alterations to and of the Tangible Collateral as Secured Party may deem
proper, subject to Section 14 hereof, and (c) Secured Party shall have the right to manage and
control the Tangible Collateral and to exercise all rights and powers of Debtor in respect to the
Tangible Collateral as Secured Party shall deem best, including the right to enter into any and all
such agreements with respect to the leasing and/or operation of the Tangible Collateral or any part
thereof as Secured Party may deem fit and, subject to Section 14 hereof, to carry on the business
in respect to the Tangible Collateral; and Secured Party shall be entitled to collect and receive
all rents, issues, profits, fees, revenues and other income of the same and every part
thereof. Such rents, issues, profits, fees, revenues and other income shall be applied to pay
the expenses of holding and operating the Tangible Collateral and of conducting the business
thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements,
and to make all payments which Secured Party may be required or may elect to make, if any, for
taxes, assessments, insurance and other charges upon the Tangible Collateral or any part thereof,
and all other payments which Secured Party may be required or authorized to make under any
provision of this Agreement (including legal costs and attorney’s fees). The remainder of such
rents, issues, profits, fees, revenues and other income shall be applied to the payment of the
Obligations in such order or priority as Secured Party shall determine (subject to the provisions
of Section 10 hereof) and, unless otherwise provided by law or by a court of competent
jurisdiction, any surplus shall be paid over to Debtor.



     Section 10. Application of Collateral and Proceeds. The proceeds of any sale
of, or other realization upon, all or any part of the Collateral and the Licenses shall be applied
in the following order of priorities:



          (a) first, to pay the reasonable expenses of such sale or other realization, including
reasonable commission to Secured Party’s agent, reasonable attorneys’ fees, and all costs and
expenses, liabilities and advances incurred or made by Secured Party in connection therewith,
including without limitation reasonable costs and expenses incurred in connection with any
Reorganization, and any other unreimbursed expenses for which Secured Party is to be reimbursed
pursuant to Section 11 hereof;



          (b) second, to the payment of all indebtedness, liabilities and obligations of Debtor under
the Note and the Purchase Agreement in accordance with the terms thereof;



          (c) third, to the payment of the remaining Obligations in such order of priority as Secured
Party, in its sole discretion, shall determine; and



-11-









 





          (d) finally, to pay to Debtor, or its successors and assigns, or as a court of competent
jurisdiction may direct, any surplus then remaining from such proceeds.



     Section 11. Expenses; Secured Party’s Lien. Debtor will forthwith upon
demand pay to Secured Party: (a) the amount Secured Party has paid (i) in respect of Taxes
arising by reason of the Security Interests (including, without limitation, any applicable
transfer, intangible, recordation and personal property Taxes but excluding Taxes in respect of
Secured Party’s income and profits) or (ii) in order to free any of the Collateral from any Lien
thereon, and (b) the amount of any and all reasonable costs and expenses (including, without
limitation, the reasonable fees and disbursements of its counsel and of any agents not regularly
in its employ) which Secured Party may incur in connection with (i) any amendments or
modifications to this Agreement or to the Note, (ii) the collection, sale or other disposition of
any of the Collateral and the Licenses, (iii) the exercise by Secured Party of any of the rights
and powers conferred upon any of it hereunder, (iv) any Event of Default on Debtor’s part
hereunder, or (v) any Reorganization.



     Section 12. Survival of Obligations; Termination of Security Interests; Release
of Collateral. This Agreement and the warranties, representations, agreements and covenants
contained herein and in any certificates or instruments delivered pursuant hereto shall survive
the execution and delivery of the Note, and shall continue for so long as any of the Obligations
shall remain outstanding. Upon the indefeasible repayment and performance in full of all the
Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert
to Debtor, provided that the Security Interests shall be reinstated with respect to any
payment made or received by Secured Party in respect of the Obligations which is subsequently
voided as a fraudulent conveyance, preference or otherwise. Upon such termination of the Security
Interests or release of Collateral, Secured Party will, at Debtor’s expense to the extent
permitted by law, execute and deliver to Debtor such documents and instruments as reasonably
necessary or as Debtor shall reasonably request to evidence the termination of the Security
Interests or the release of such Collateral, and will transfer, assign and deliver to Debtor such
Collateral which is in the possession of the Secured Party, as the case may be.



     Section 13. Notices. All notices, requests, demands and other communications
provided for hereunder shall be in writing and in the manner set forth in the Note.



     Section 14. FCC and Other Approvals. Notwithstanding anything to the
contrary contained herein, including but not limited to Section 8 hereof, Secured Party will not
take any action pursuant to this Agreement which would constitute or result in any assignment of
any License or any transfer of control of Debtor or any License, whether de jure or
de facto, if such assignment or transfer of control would require under then
existing law (including, without limitation, the Communications Laws), the prior approval of the
FCC or any other Governmental Authority, without first obtaining such approval. Secured Party’s
rights hereunder and under the other Security Documents are subject to all applicable rules and
regulations of all Governmental Authorities, including, without limitation, the Communications
Laws. Debtor agrees to take any action, at Debtor’s sole cost and expense, which Secured Party may
reasonably request in order to obtain and enjoy the full rights and benefits granted to Secured
Party by this Agreement and each



-12-









 







other agreement, instrument and document delivered to Secured
Party in connection herewith or in any document evidencing or securing the Collateral or any of
Secured Party’s remedies under Section 8(d), including specifically, at Debtor’s sole cost and
expense, the use of its best efforts to assist in obtaining approval of the FCC and any other
Governmental Authority for any action or transaction contemplated by, and consistent with the terms
of, this Agreement which is then required by law, and specifically, without limitation, upon
request, to prepare, sign and file (or cause to be filed) with the FCC and any other Governmental
Authority the assignor’s or transferor’s portion of any application or applications for consent to
the assignment of any License or transfer of control necessary or appropriate under the FCC’s and
any other Governmental Authority’s rules and regulations for approval of (a) any sale or sales of
property constituting the Collateral by Secured Party, or (b) any assumption by Secured Party of
voting rights or management rights in property constituting the Collateral effected in accordance
with the terms of this Agreement.



     Section 15. Miscellaneous.



          (a) No failure on the part of Secured Party to exercise, and no delay in exercising, and no
course of dealing with respect to, any right, power or remedy under this Agreement shall operate as
a waiver thereof; nor shall any single or partial exercise by Secured Party of any right, power or
remedy under this Agreement preclude any other right, power or remedy. The remedies in this
Agreement are cumulative and are not exclusive of any other remedies provided by law.



          (b) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE.



          (c) This Agreement may be executed in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same Agreement.



          (d) Neither this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally but only by a statement in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.



          (e) Any provision of this Agreement 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.



          (f) The headings in this Agreement are for the purposes of reference only and shall not limit
or otherwise affect the meaning hereof.



          (g) Each reference herein to a Schedule or Exhibit refers to the item identified separately in
writing by the parties hereto as the described Schedule or Exhibit to this Agreement. Each
Schedule and Exhibit is incorporated herein by this reference and made a part hereof.



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     Section 16. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns,
provided that, Debtor may not assign its obligations hereunder or otherwise sell,
transfer, encumber or otherwise dispose of the Collateral. Without limiting the generality of the
foregoing, Secured Party may (i) sell, transfer, assign, pledge, or grant participation in any of
its rights under, this Security Agreement in whole or in part to any Person without notice, without
the requirement of obtaining any consent of Debtor and without affecting Debtor’s liability
hereunder, and (ii) concurrently therewith or at any time thereafter, provide and forward to each
purchaser, transferee, assignee, lender or participant any and all documents and information which
Secured Party now has or may hereafter acquire relating to the Obligations, to Debtor, and to the
Collateral, whether furnished by Debtor or otherwise, as Secured Party determines necessary or
desirable. Debtor irrevocably waives any and all rights it may have under any Applicable Law to
prohibit such disclosure, including but not limited to any right of privacy.



     Section 17. Inconsistencies. Any inconsistencies between the provisions of
this Agreement and the Note shall be governed by reference to the provisions of the Note.



     Section 18. Consent to Jurisdiction; Waiver of Jury Trial.



          (a) DEBTOR, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF DELAWARE, AND TO SUCH OTHER COURTS OF SUCH OTHER JURISDICTIONS AS SECURED PARTY, AT ITS
OPTION, MAY COMMENCE A LEGAL ACTION AGAINST DEBTOR, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO
WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING,
WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE
EXTENT THAT IT MAY LAWFULLY DO SO, DEBTOR CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR
U.S. CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO DEBTOR AT THE ADDRESS
PROVIDED IN THE NOTE. TO THE EXTENT THAT DEBTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, DEBTOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND



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THE OTHER LOAN DOCUMENTS TO THE MAXIMUM
EXTENT PERMITTED BY LAW.



          (b) EACH OF DEBTOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
IRREVOCABLY WAIVE TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT ON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF SECURED PARTY
RELATING TO THE ADMINISTRATION OF THE FINANCING HEREUNDER OR THE ENFORCEMENT OF THE LOAN DOCUMENTS,
AND AGREES THAT NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION
IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. DEBTOR CERTIFIES THAT NO REPRESENTATIVE OF
SECURED
PARTY OR ATTORNEY OF SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR SECURED PARTY TO MAKE THE LOANS.



     Section 19. Taxes. All payments made by Debtor under this Agreement and the
Note shall be made free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other taxes, assessments, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority (all such taxes, assessments, levies, imposts, duties, charges, fees,
deductions and withholdings being hereinafter called “Taxes”); provided,
however, that the term “Taxes” shall not include net income taxes, franchise taxes (imposed
in lieu of net income taxes) and general intangibles taxes (such as those imposed by the State of
Florida) imposed on Secured Party as a result of a present or former connection or nexus between
the jurisdiction of the government or taxing authority imposing such tax (or any political
subdivision or taxing authority thereof or therein) and Secured Party other than that arising from
Secured Party having executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement, the Note or any of the other Loan Documents.



     Section 20. Additional Affirmative Covenants. Debtor hereby covenants and
agrees to and with Secured Party that for so long as there remains outstanding any of the
Obligations, whether now existing or hereafter arising, Debtor shall:



     Section 20.01. Preservation of Assets; Compliance with Laws, Etc.



          (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and
effect its corporate, partnership, or limited liability company existence and all material Licenses
and comply in every material respect with all Communications Laws applicable to it and all other
Applicable Laws.



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          (b) Renew each Real Property Lease on a timely basis in accordance with its renewal terms or
otherwise provide substitute real property leases providing similar services and facilities as
those provided by the Real Property Leases; and



          (c) Preserve all the material portions of the Collateral used or useful in the conduct of
Debtor’s business and keep the same in working order and condition (reasonable wear and tear and
damage by fire or other casualty excepted), and from time to time, make or cause to be made all
repairs, renewals, replacements, betterments and improvements thereto, so that the business carried
on in connection therewith may be conducted at all times in the ordinary course.



     Section 20.02. Insurance.



          (a) Keep all of its insurable Collateral now or hereafter owned adequately insured at all
times against loss or damage by fire or other casualty to the extent customary with respect to like
properties of companies conducting similar businesses (with extended coverage endorsement including
hurricane, tornado and wind damage coverage); maintain public liability,
broadcasters’ liability and workers’ compensation insurance insuring Debtor to the extent
customary with respect to companies conducting similar businesses; maintain workers’ compensation
insurance as required by applicable state law, and maintain business interruption insurance in a
commercially reasonable amount, all by financially sound and reputable insurers and furnish to
Secured Party satisfactory evidence of the same (including certification by the chief executive
officer or chief financial officer of Debtor of timely renewal of, and timely payment of all
insurance premiums payable under, all such policies); notify Secured Party of any material change
in the insurance maintained on its properties after the date hereof and furnish Secured Party
satisfactory evidence of any such change; maintain insurance with respect to its tower,
transmission and/or studio facilities and related equipment in an amount equal to the full
replacement cost thereof; provide that each insurance policy pertaining to any of its insurable
properties shall:




          (1) name (A) Secured Party, as loss payee pursuant to a so-called “standard mortgagee
clause” or “Secured Party’s loss payable endorsement,” with respect to property coverage,
and (B) Secured Party, as additional insured, with respect to general liability coverage;
and




          (2) provide that the insurer(s) shall notify Secured Party of any proposed cancellation
of such policy at least thirty (30) days in advance thereof (unless such proposed
cancellation arises by reason of non-payment of insurance premiums in which case such notice
shall be given at least ten (10) days in advance thereof) and that Secured Party will have
the opportunity to correct any deficiencies justifying such proposed cancellation.



          (b) In the event of a Casualty Event affecting any asset or property of Debtor which
constitutes Collateral (the “Damaged Property”) and provided that no Event of Default shall
have occurred and be continuing, Secured Party will deliver to Debtor any Insurance Proceeds
therefrom, if Debtor so elects following notice thereof provided by Secured Party within ten (10)
days of its receipt of any Insurance Proceeds, provided, however that (i) Debtor



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shall use such proceeds for the restoration or replacement of the Damaged Property within a
commercially reasonable period of time, and (ii) Debtor shall have demonstrated to the reasonable
satisfaction of Secured Party that the Damaged Property will be restored to substantially its
previous condition or will be replaced by substantially identical property or assets. If Debtor
fails to elect the disbursement of such Insurance Proceeds as provided in the foregoing sentence
within thirty (30) days following receipt of Secured Party’s notice, Debtor shall be deemed to have
elected that such Insurance Proceeds be applied to the prepayment of the Note.



          (c) If Debtor receives any disbursements of Insurance Proceeds as contemplated by Section
20.02(b), but fails to restore or replace the Damaged Property within a commercially reasonable
period of time, as required under Section 20.02(b), then Debtor shall return all such disbursements
to Secured Party for application, together with the balance of any related Insurance Proceeds not
so disbursed, to the prepayment of the Note.



          (d) Secured Party upon the occurrence and during the existence of any Event of Default, may
elect to apply any Insurance Proceeds received by Secured Party pursuant to this
Section 20.02 to the replacement, restoration and/or repair of the Damaged Property, in lieu
of effecting the prepayment of the Note.



          (e) If Debtor or Secured Party elects to replace, restore and/or repair the Damaged Property
as provided in Section 20.02(b) or (d), the related Insurance Proceeds (and any earnings thereon)
shall be held by Secured Party and shall be applied to the replacement, restoration and repair of
the Damaged Property and advanced by Secured Party in periodic installments upon compliance by
Debtor with such reasonable conditions to disbursement as may be imposed by Secured Party,
including, but not limited to, reasonable retention amounts and receipt of lien releases and, if
determined by Secured Party, disbursement of such Insurance Proceeds jointly to Debtor and any
contractors, subcontractors and materialmen to whom payment is owed in connection with such repair,
replacement and/or restoration.



          (f) Following the occurrence and the continuance of any Event of Default, Secured Party shall
have no obligation to release any Insurance Proceeds to Debtor as provided above and all such
proceeds may be applied as Secured Party determines, in its sole discretion.



          (g) With respect to any Casualty Event resulting in Insurance Proceeds aggregating $150,000 or
more, Secured Party shall be entitled at its option to participate in any compromise, adjustment or
settlement in connection with any claims for damage or destruction under any policy or policies of
insurance, and Debtor shall, within five (5) Business Days after request therefor, reimburse
Secured Party for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and
disbursements) incurred by Secured Party in connection with such participation. Debtor shall not
make any compromise, adjustment or settlement in connection with any such claim without the
approval of Secured Party, which approval shall not be unreasonably withheld or delayed.



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          (h) To the extent, if any, that any improved real property (whether owned or leased) of Debtor
is situated in a flood zone designated as type “A,” “B” or “V” by the U.S. Department of Housing
and Urban Development, obtain and maintain flood insurance in coverage and amount satisfactory to
Secured Party.



     Section 20.03. Notice of Proceedings, Defaults, Adverse Change, Etc.
Promptly (and in any event within ten (10) Business Days after the discovery by Debtor thereof)
give written notice to Secured Party of (a) any proceedings instituted or threatened against it by
or in any federal, state or local court or before any commission or other regulatory body, whether
federal, state or local (including, without limitation, any Specified Authority), which, if
adversely determined, could have a Material Adverse Effect; (b) any notices of default received by
Debtor (together with copies thereof, if requested by Secured Party) with respect to any alleged
default under or violation of any of its material licenses, permits or franchises, including any
License, or any of the Assumed Contracts; and (c) the occurrence of any Event of Default.



     Section 20.04. Inspection. Permit employees, agents and representatives of
Secured Party to inspect, during normal business hours, its premises and its books and records and
to make abstracts or reproductions thereof, but only as pertaining to the Collateral. In
connection with any such inspections, Secured Party will use reasonable efforts to avoid an
unreasonable
disruption of Debtor’s businesses and, so long as no Event of Default has occurred and is
continuing, will give reasonable prior notice thereof of not less than five (5) Business Days.



     Section 20.05. Additional Assurances. From time to time hereafter, and
without limiting the generality of any other similar provision contained in this Agreement or in
the Note:



          (a) execute and deliver or cause to be executed and delivered, such additional instruments,
certificates and documents, and take all such actions, as Secured Party shall reasonably request
for the purpose of implementing or effectuating the provisions of this Agreement and the other Loan
Documents;



          (b) at the request and direction of Secured Party, cooperate with Secured Party from time to
time in preparing, executing and/or filing and recording such (i) timely continuation statements
under the Uniform Commercial Code with respect to Uniform Commercial Code Financing Statements
filed under this Agreement, (ii) new Uniform Commercial Code Financing Statements and (iii)
conforming amendments to the Loan Documents as shall be necessary from time to time to reflect the
passage of time and other changed circumstances and to assure continued compliance with this
Agreement and the other Loan Documents; and



          (c) upon the exercise by Secured Party of any power, right, privilege or remedy pursuant to
this Agreement or any other Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority, including, without limitation, any
Specified Authority, execute and deliver all applications, certifications, instruments and other
documents and papers that Secured Party may be so required to obtain.


Nothing contained in this Section 20.06 shall constitute a waiver of any Event of Default arising
from any Debtor’s failure to locate, deliver and/or file or record any Loan Document, any consent


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of any Governmental Authority or other Person or any other document required under this Agreement
or any other Loan Document.




     Section 20.07. Renewal of Licenses. Renew the Licenses in a timely manner
and in accordance with all applicable provisions thereof.



     Section 21. Negative Covenants. Debtor covenants and agrees that for so long
as there remains outstanding any of the Obligations, whether now existing or arising hereafter,
unless Secured Party shall otherwise consent in writing, Debtor will not directly or indirectly:



     Section 21.01. Liens. Create, incur, assume, suffer or permit to exist any
Lien of any nature whatsoever on any of the Collateral or the Licenses, other than the following
(collectively, the “Permitted Liens”):



          (a) Liens securing the payment of Taxes or other government charges or levies either not yet
due or the validity of which is being contested in good faith by appropriate proceedings;



          (b) deposits under workers’ compensation, unemployment insurance and social security laws, or
to secure the performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, or to secure statutory obligations or surety or appeal
bonds, or to secure indemnity, performance or other similar bonds, all arising in the ordinary
course of business;



          (c) Liens existing on the Effective Date which have been approved by Secured Party as
described on Exhibit E attached hereto;



          (d) Liens against Debtor imposed by law, such as vendors’, carriers’, lessors’, warehouser’s
or mechanics’ liens, incurred in good faith in the ordinary course of business;



          (e) Liens arising out of a prejudgment attachment or a judgment or award against Debtor with
respect to which it shall currently be prosecuting an appeal, a stay of execution pending such
appeal having been secured, except any such Lien arising in connection with a judgment, attachment
or proceeding which gives rise to an Event of Default;



          (f) Liens in favor of Secured Party securing the Obligations pursuant to the Loan Documents;



          (g) zoning ordinances, restrictions, easements and minor irregularities in title which do not
and will not interfere with the occupation, use and enjoyment by Debtor of the properties and
assets subject thereto constituting part of the Collateral in the normal course of its business as
presently conducted or materially impair the value of such properties and assets for the purpose of
such business; or



          (h) Liens existing on the Effective Date as set forth on Exhibit E not suffered by or
otherwise resulting from the acts or omissions of Debtor, Parent or MMH.




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     Section 21.02. Disposition of Assets; Etc. A Disposition of the Collateral
to any Person, except for (a) Dispositions for fair market value of property having an aggregate
fair market value not to exceed $150,000 in any one year (including the Disposition, without
replacement, of Tangible Collateral which is obsolete or no longer needed by Debtor in the conduct
of its business) and (b) the replacement of Tangible Collateral with other Tangible Collateral of
at least equal utility and value (provided that the Lien upon such newly acquired Tangible
Collateral securing the Obligations shall have the same priority in favor of Secured Party as the
Lien upon the replaced Tangible Collateral).



     Section 21.03. Sale and Leaseback. Enter into any arrangements, directly or
indirectly, with any Person whereby it shall sell or transfer any Collateral and thereafter rent or
lease back such Collateral.



     Section 21.04. Discontinued Operations. Discontinue the operations of the
Stations in accordance with the ordinary course of business and operations existing as of the
Effective Date except with respect to any Casualty Event reasonably requiring same and then only
for such period of time as may be reasonably required to again commence operations.



     Section 21.05. Amendment of Certain Agreements, Etc. Amend or modify any
License except for any amendments or modifications (1) required by Applicable Law; (2) required in
connection with the renewal of any License, (3) which would not materially change the rights,
duties and obligations of Debtor under such License, (4) which are based on Debtor’s good faith
efforts to enhance or expand service to a Station’s service area or (5) in the ordinary course of
business.



     Section 22. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular and to the singular include the
plural, references to any gender include any other gender, the part includes the whole, the term
“including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive
meaning represented by the phrase “and/or.” References in this Agreement to “determination” by
Secured Party include good faith estimates by Secured Party (in the case of quantitative
determinations), and good faith beliefs by Secured Party (in the case of qualitative
determinations). The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement,
unless otherwise specified. Any reference in this Agreement or any of the Loan Documents to this
Agreement or any of the Loan Documents includes any and all permitted alterations, amendments,
changes, extensions, modifications, renewals, or supplements thereto or thereof, as applicable.



     Section 23. No Presumption Against Any Party. Neither this Agreement, any of
the Loan Documents, any other document, agreement, or instrument entered into in connection
herewith, nor any uncertainty or ambiguity herein or therein shall be construed or resolved using
any presumption against any party hereto, whether under any rule of construction or otherwise. On
the contrary, this Agreement, the Loan Documents, and the other documents, instruments, and
agreements entered into in connection herewith have been reviewed by each of the parties



-20-









 




and their counsel and shall be construed and interpreted according to the ordinary meanings of the
words used so as to accomplish fairly the purposes and intentions of all parties hereto.




     Section 24. Certain Definitions. In addition to the other definitions of
capitalized terms set forth in this Agreement, as used herein the following terms have the
following respective meanings:




Business Day: any day other than a Saturday, Sunday or legal holiday on which banks
in Miami, Florida, are open for the transaction of a substantial part of their commercial
banking business.




Casualty Event: any loss of, damage to, condemnation of or other taking of any
asset or property of a Person for which such Person receives Insurance Proceeds, proceeds of
a condemnation award or other compensation.




Communications Laws: the applicable provisions of the Communications Act of 1934,
as amended or superceded from time to time, and the applicable published rules, regulations,
policies, and orders of the FCC (as defined herein), as any may be promulgated, deleted or
amended from time to time.




Disposition: any sale, lease, sale and leaseback, assignment, conveyance, transfer,
asset swap or other disposition of property.




GAAP: generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other entity as may be approved by a significant segment of the accounting
profession, as in effect from time to time, applied on a basis consistent with (a) the
application of the same in prior fiscal periods and (b) the accounting principles generally
utilized in the television broadcasting and other communications and broadcasting
industries.




Governmental Authority: any nation or government, any state or other political
subdivision thereof and any entity exercising any executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, government.




Insurance Proceeds: with respect to any Casualty Event, any proceeds of insurance,
condemnation award or other compensation in respect thereof.




License: a license, authorization, permit, franchise or registration granted by the
FCC or any other Governmental Authority necessary or required for the construction,
ownership or operation of any Station, together with any extensions or renewals thereof.
The term “License” shall include each of the Licenses set forth on Exhibit A-1.



-21-









 






Lien: any mortgage, security interest, hypothecation, prior claim, charge, lien,
encumbrance or restriction on transfer of any kind, or priority, including without
limitation, liens and encumbrances in respect of unpaid taxes.




Material Adverse Effect: the occurrence of any event or circumstance (other than
events or occurrences affecting the television broadcasting industry or the national economy
generally) which, individually or in the aggregate with other such circumstances, (a) has
had, or could reasonably be expected to have, an adverse effect on the validity or
enforceability of this Agreement or any of the other Loan Documents in any material respect,
(b) has had, or could reasonably be expected to have, an adverse effect on the condition
(financial or otherwise), business, results of operations, assets, income or properties of
Debtor or any other Person (other than Secured Party), in any material respect or (c) has
impaired or could reasonably be expected to impair in any material respect, the ability of
Debtor or any other Person (other than Secured Party) to fulfill its obligations under this
Agreement or any other Loan Document to which Debtor is a party.




Person or person: any individual, corporation, partnership, limited liability
company, joint venture, trust, business unit, unincorporated organization, or other
organization, whether or not a legal entity, or any government or any agency or political
subdivision thereof.




Specified Authority: the FCC, the Federal Aviation Administration and all other
Governmental Authorities having jurisdiction over Debtor, the Stations and/or any Licenses.




Station: a broadcast television station owned or programmed by Debtor or any of its
subsidiaries which consists of all of the properties and operating rights constituting a
complete, fully integrated system for transmitting television signals from a transmitter
site licensed by the FCC, together with all boosters and translators and any other
subcarriers ancillary thereto, without payment of any fee by the Persons receiving such
signals, including, without limitation, WDLP-TV, WDLP-DT and WSBS-CA.



*The Next Page is the Signature Page*




-22-









 





     IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement to be duly executed by
their duly authorized officers, managers, agents or representatives, as applicable, all as of the
day and year first above written.



	 	 	 	 	 
	 	 	DEBTOR:
	 
	 	 	 	 
	 	 	MEGA MEDIA HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Raul Alarcón, Jr.
	 

	 	 	 	 
	 

	 	Name
	 	Raul Alarcón, Jr.
	 

	 	Title
	 	President/CEO
	 
	 	 	 	 
	 	 	WDLP LICENSING, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Raul Alarcón, Jr.
	 

	 	 	 	 
	 

	 	Name
	 	Raul Alarcón, Jr.
	 

	 	Title
	 	President/CEO






[Signatures continued next page]




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[CONTINUATION OF SIGNATURE PAGE TO SECURITY AGREEMENT]




	 	 	 	 	 
	 	 	SECURED PARTY:
	 
	 	 	 	 
	 	 	WDLP BROADCASTING COMPANY, LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ William C. De La Pena, M.D.
	 

	 	 	 	 
	 

	 	Name
	 	William C. De La Pena, M.D.
	 

	 	Title
	 	Manager
	 
	 	 	 	 
	 	 	WDLP LICENSED SUBSIDIARY, LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ William C. De La Pena, M.D.
	 

	 	 	 	 
	 

	 	Name
	 	William C. De La Pena, M.D.
	 

	 	Title
	 	Manager
	 
	 	 	 	 
	 	 	ROBIN BROADCASTING COMPANY, LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ William C. De La Pena, M.D.
	 

	 	 	 	 
	 

	 	Name
	 	William C. De La Pena, M.D.
	 

	 	Title
	 	Manager
	 
	 	 	 	 
	 	 	ROBIN LICENSED SUBSIDIARY, LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ William C. De La Pena, M.D.
	 

	 	 	 	 
	 

	 	Name
	 	William C. De La Pena, M.D.
	 

	 	Title
	 	Manager







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