Filed by Bowne Pure Compliance



 




Exhibit
10.3




Execution Copy




INTERCREDITOR AND COLLATERAL

TRUST AGREEMENT




INTERCREDITOR AND COLLATERAL TRUST AGREEMENT (this “Agreement”) dated as of February
28, 2008, among WESTWOOD ONE, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (together with any successor, the “Borrower”); each of the
Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature
pages hereto and any other Subsidiary of the Borrower that becomes a party hereto in accordance
with Section 8.13 from time to time after the date hereof (individually, a “Subsidiary
Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the
Borrower, the “Obligors”); JPMORGAN CHASE BANK, N.A., as Administrative Agent for the
Lenders under the Credit Agreement referred to below (the “Administrative Agent”); the
holders of the 2002 Notes (such holders from time to time being referred to as the
“Noteholders”) and THE BANK OF NEW YORK, a New York banking corporation, as collateral
trustee (in such capacity, together with its successors in such capacity, the “Collateral
Trustee”) for the Secured Parties.



The Borrower is party to (a) a Credit Agreement dated as of March 3, 2004 (as modified,
supplemented or Refinanced from time to time, the “Credit Agreement”) between the Obligors,
the lenders or other financial institutions or entities from time to time parties thereto (the
“Lenders”) and the Administrative Agent, and (b) a Note Purchase Agreement dated as of
December 3, 2002 (as modified or supplemented from time to time, the “2002 Note Purchase
Agreement”) among the Borrower and the purchasers parties thereto, pursuant to which the
Borrower has issued Senior Guaranteed Notes, Series A, due November 30, 2009 and Senior Guaranteed
Notes, Series B, due November 30, 2012 in an aggregate outstanding principal amount of $200,000,000
as of the date hereof (the “2002 Notes” and, collectively with the 2002 Note Purchase
Agreement, the Shared Security Documents and the 2002 Note Guaranty (as defined below), the
“2002 Notes Documents”).



Pursuant to the provisions of the 2002 Note Purchase Agreement, the Borrower may not, and may
not permit any of its Restricted Subsidiaries to, secure the Credit Agreement Obligations with a
Lien on any of its property without equally and ratably securing the 2002 Notes Obligations.



It is a condition precedent to the effectiveness of Amendment No. 2 to the Credit Agreement
that the Obligors grant Liens on their property to secure the Credit Agreement Obligations and the
2002 Notes Obligations.



Accordingly, to induce the Lenders to enter into Amendment No. 2 to the Credit Agreement and
to equally and ratably secure the 2002 Notes Obligations and the Credit Agreement Obligations, the
parties hereto hereby agree as follows:



Section 1. Definitions, Etc.



(a) Defined Terms. As used herein, the following terms shall have the following
respective meanings:




“Administrative Agent” has the meaning assigned to such term in the preamble to
this Agreement.




“Affiliate” means, at any time, and with respect to any Person, any other
Person that at such time directly or indirectly through one or more intermediaries Controls,
or is Controlled by, or is under common Control with, such first Person. As used in this
definition, “Control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.



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“Borrower” has the meaning assigned to such term in the preamble to this
Agreement.




“Casualty Event” means, with respect to any property of any Person, any loss of
or damage to, or any condemnation or other taking of, such property for which such Person or
any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or
other compensation.




“Collateral” means the property from time to time subject to the Liens of the
Shared Security Documents.




“Collateral Trustee” has the meaning assigned to such term in the preamble to
this Agreement.




“Collateral Trustee’s Fees” means all fees, costs and expenses of the
Collateral Trustee of the type described in Section 5.03.




“Credit Agreement” has the meaning assigned to such term in the preamble to
this Agreement.




“Credit Agreement Obligations” means, collectively, the principal of and
interest and fees on the loans and all other amounts whatsoever now or hereafter from time
to time owing to the Credit Agreement Secured Parties by the Obligors under the Credit
Agreement and the other Loan Documents (as defined therein), provided that the
aggregate outstanding principal amount of the “Credit Agreement Obligations” shall not at
any time exceed an amount equal to (i) $195,000,000 plus (ii) the aggregate amount
of principal repayments in respect of the 2002 Notes Obligations after the date hereof
minus (iii) the aggregate amount of principal repayments after the date hereof in
respect of “Credit Agreement Obligations” constituting term loans (except for any such
principal repayments with the proceeds of any Refinancing) minus (iv) the aggregate
amount of principal repayments after the date hereof in respect of “Credit Agreement
Obligations” constituting revolving loans (except for any such principal repayments with the
proceeds of any Refinancing) to the extent accompanied by a simultaneous permanent reduction
in the Revolving Credit Commitments (as defined in the Credit Agreement). For the avoidance
of do
doubt, the aggregate principal amount of the Credit Agreement Obligations outstanding at
the time of a Refinancing may be increased pursuant to such Refinancing (subject to the
proviso contained in this definition).




“Credit Agreement Secured Parties” means, collectively, the Lenders and the
Administrative Agent from time to time party to the Credit Agreement.




“Debt Instruments” means, collectively, (i) the Credit Agreement and (ii) the
2002 Notes Documents.




“Default Rate” means (i) with respect to any advance made by a Credit Agreement
Secured Party hereunder or under any Shared Security Document, a rate per annum at which
interest would then be payable on past due ABR Loans under Section 2.10(c) of the Credit
Agreement and (ii) with respect to any advance made by a Noteholder hereunder or under any
Shared Security Document, the “Default Rate” as defined in the 2002 Note Purchase Agreement.



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“Distribution Date” means the date on which any funds are distributed by the
Collateral Trustee in accordance with the provisions of Section 4.01.




“Dollars” or “$” refers to lawful money of the United States of
America.




“Event of Default” means (i) any “Event of Default” under and as defined in the
Credit Agreement or (ii) any “Event of Default” under and as defined in the 2002 Note
Purchase Agreement.




“Indemnitee” has the meaning assigned to such term in Section 5.03(b).




“Lenders” has the meaning assigned to such term in the preamble to this
Agreement.




“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and
(b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset.




“Majority Noteholders” means, at any time, the holders of more than 50% in
principal amount of the 2002 Notes outstanding at such time (exclusive of the 2002 Notes
then owned by the Borrower or any of its Affiliates).




“Make-Whole Amount” has the meaning assigned to such term in the 2002 Note
Purchase Agreement.




“Moody’s” means Moody’s Investors Service, Inc.




“Noteholders” has the meaning assigned to such term in the preamble to this
Agreement.




“Obligors” has the meaning assigned to such term in the preamble to this
Agreement.



“Permitted Investments” means any of the following investments so long as it is
denominated in Dollars:




(i) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof having maturities
of not more than one year from the date of acquisition;




(ii) certificates of deposit and eurodollar time deposits with maturities of
one year or less from the date of acquisition, bankers’ acceptances with maturities
of one year or less from the date of acquisition and overnight bank deposits, in
each case with any commercial bank or trust company having capital and surplus in
excess of $500,000,000;




(iii) repurchase obligations with a term of not more than thirty days for
underlying securities of the types described in clauses (i) and (ii) above entered
into with any financial institution meeting the qualifications specified in clause
(ii) above;




(iv) commercial paper maturing no more than one year from the date of creation
thereof and at the time of acquisition, having a rating of at least P-1 from Moody’s
or a rating of at least A-1 from S&P; and



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(v) money market mutual or similar funds having assets in excess of
$250,000,000, substantially all the assets of which are comprised of assets
specified in clauses (i) through (iv) above.




“Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, governmental authority or other
entity.




“Refinance” shall mean, in respect of any indebtedness, to refinance, extend,
renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to
issue other indebtedness, in exchange or replacement for, such indebtedness. “Refinanced”
and “Refinancing” shall have the correlative meanings.




“Related Parties” means, with respect to any specified Person, such Person’s
affiliates and the respective directors, officers, employees, agents and advisors of such
Person and such Person’s affiliates.




“Repaying Person” has the meaning assigned to such term in Section 8.17.




“Required Lenders” means, at any time, Lenders having Loans and unused
Commitments under the Credit Agreement representing more than 50% of the sum of the
aggregate outstanding principal amount of the Loans and the total unused Commitments under
the Credit Agreement at such time.




“Requisite Secured Parties” means, at any time, the Required Lenders and the
Majority Noteholders.




“Responsible Officer” means any officer within the corporate trust department
of the Collateral Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Collateral Trustee
who customarily performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such Person’s knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Agreement.




“Restricted Subsidiary” means any “Restricted Subsidiary” under and as defined
in either the Credit Agreement or the 2002 Note Purchase Agreement.




“Secured Obligations” means, collectively, (i) the Credit Agreement
Obligations, (ii) the 2002 Notes Obligations and (iii) all amounts owing by the Obligors to
the Collateral Trustee hereunder and under the Shared Security Documents.




“Secured Parties” means, collectively, (i) the Credit Agreement Secured
Parties, (ii) the Noteholders and (iii) the Collateral Trustee.




“Shared Amounts” means, collectively, the proceeds of any collection, sale or
other realization of all or any part of the Collateral and any Unused Insurance Proceeds, in
each case whether pursuant to the Shared Security Documents or otherwise.




“Shared Security Agreement” means the Shared Security Agreement dated the date
hereof among the Obligors, the Administrative Agent and the Collateral Trustee.



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“Shared Security Documents” means, collectively, the Shared Security Agreement
and any other pledge agreements, security agreements, assignment agreements, mortgages,
deeds of trust or other instruments providing for collateral security on property of the
Obligors from time to time executed by any Obligor in favor of the Collateral Trustee for
the benefit of the Secured Parties.




“S&P” means Standard & Poor’s, a division of the McGraw Hill Companies.




“Subsidiary” means, as to any Person, a corporation, partnership or other
entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of
which is otherwise controlled, directly or indirectly through one or more intermediaries, or
both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the
Borrower.




“Subsidiary Guarantors” has the meaning assigned to such term in the preamble
to this Agreement.




“Triggering Event” means the occurrence of any of the following: (i) the
failure to pay the principal amount of the Loans under the Credit Agreement, or 2002 Notes,
upon final maturity, (ii) the occurrence of any “Event of Default” under and as defined in
the Credit Agreement, (iii) the occurrence of any “Event of Default” under and as defined in
the 2002 Note Purchase Agreement, or (iv) the acceleration of the principal amount of the
Secured Obligations under the terms of any of the Credit Agreement or the 2002 Notes
Documents.




“Trust Estate” means the right, title and interest of the Collateral Trustee
in, to and under the Shared Security Documents.




“2002 Note Guaranty” means the “Subsidiary Guaranty” as defined in the 2002
Note Purchase Agreement.




“2002 Note Purchase Agreement” has the meaning assigned to such term in the
preamble to this Agreement.




“2002 Notes” has the meaning assigned to such term in the preamble to this
Agreement.




“2002 Notes Documents” has the meaning assigned to such term in the preamble to
this Agreement.




“2002 Notes Obligations” means the obligations of the Borrower to pay the
principal of, and interest and Make-Whole Amount on, the 2002 Notes and all other
obligations of the Obligors under the 2002 Notes Documents, provided that the
aggregate outstanding principal amount of the “2002 Notes Obligations” shall not at any time
exceed an amount equal to (i) $200,000,000 minus (ii) the aggregate amount of
principal repayments after the date hereof in respect of the 2002 Notes Obligations.




“UCC” means the Uniform Commercial Code as in effect from time to time in the
State of New York.



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“Unused Insurance Proceeds” means all proceeds in respect of any Casualty Event
with respect to property of any Obligor (other than business interruption insurance) not
reasonably promptly applied to the repair or replacement of the affected property to which
such proceeds relate (or to the payment of taxes or other expenses related to such property
or the repayment of any indebtedness secured thereby).



(b) Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (i) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (iii) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to
Sections shall be construed to refer to Sections of this Agreement and (v) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract
rights.



Section 2. Representations and Warranties by Obligors. Each Obligor represents and
warrants to the Lenders and the Noteholders that:



2.01. Organization; Powers. Each Obligor is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.



2.02. Authorization; Enforceability. The execution, delivery and performance by each
Obligor of this Agreement and the Shared Security Documents, as applicable, are within such
Obligor’s corporate or partnership powers and have been duly authorized by all necessary corporate
or partnership and, if required, by all necessary shareholder or partner action. This Agreement
has been duly executed and delivered by each Obligor and constitutes, and each of the Shared
Security Documents to which it is a party when executed and delivered by such Obligor will
constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor
in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting the
enforcement of creditors’ rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).



2.03. Governmental Approvals; No Conflicts. The execution, delivery and performance
by each Obligor of this Agreement and the Shared Security Documents (a) do not require any consent
or approval of, registration or filing with, or any other action by, any governmental authority,
except for (i) such as have been obtained or made and are in full force and effect and (ii) filings
and recordings in respect of the Liens created pursuant to the Shared Security Documents, (b) will
not violate any applicable law or regulation or the charter, by-laws or other organizational
documents of any Obligor or any order of any governmental authority, (c) will not violate or result
in a default under any indenture or any material agreement or other material instrument binding
upon such Obligor’s assets, or give rise to a right thereunder to require any payment to be made by
any such Person under any such material agreement or instrument, and (d) except for the Liens
created pursuant to the Shared Security Documents, will not result in the creation or imposition of
any Lien on any asset of any Obligor.



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Section 3. Declaration and Acceptance of Trust; Remedies.



3.01 Declaration and Acceptance of Trust. The Collateral Trustee hereby declares,
and each of the Obligors agrees, that the Collateral Trustee holds the Trust Estate as trustee in
trust under this Agreement for the equal and ratable benefit of the Secured Parties as provided
herein. By acceptance of the benefits of this Agreement and the Shared Security Documents, each
Secured Party (whether or not a signatory hereto) (i) consents to the appointment of the Collateral
Trustee as trustee hereunder, (ii) confirms that the Collateral Trustee shall have the authority to
act as the exclusive agent of such Secured Party for enforcement of any remedies under or with
respect to the Shared Security Documents and the giving or withholding of any consent or approval
relating thereto or any Obligor’s obligations thereunder and (iii) agrees that, except as expressly
provided in this Agreement, it shall not take any action to enforce any of such remedies or give
any such consents or approvals.



3.02 Determinations Relating to Collateral. In the event (i) the Collateral Trustee
shall at any time receive any written request from any Obligor under a Shared Security Document for
consent or approval with respect to any matter or thing relating thereto or such Obligor’s
obligations thereunder or (ii) there shall be due to or from the Collateral Trustee under the
provisions of any Shared Security Document any performance or the delivery of any instrument or
(iii) a Responsible Officer of the Collateral Trustee shall receive written notice of any
nonperformance by any Obligor of any covenant or any breach of any representation or warranty set
forth in any Shared Security Document, then, in each such event, the Collateral Trustee shall give
notice to the Administrative Agent, each Noteholder and the Borrower of the matter or thing as to
which consent has been requested or the performance or instrument or other document required to be
delivered or the nonperformance or breach of which the Collateral Trustee has received written
notice. Subject to Section 7.01, the Requisite Secured Parties shall at all times have the
exclusive authority to direct the Collateral Trustee’s response to any of the events or
circumstances contemplated in clauses (i), (ii) or (iii) above, and the Collateral Trustee shall
not act in respect of any such events or circumstances without such direction.



3.03 Remedies.



(a)  Notice of Triggering Event. Upon becoming aware of the occurrence of any
Triggering Event, the Borrower shall promptly give written notice thereof to the Collateral
Trustee, and the Collateral Trustee shall promptly notify the Secured Parties in writing that a
Triggering Event has occurred.



(b)  Directions to Collateral Trustee. The Requisite Secured Parties shall at all
times (whether before or after the occurrence of a Triggering Event) have the right and authority
to direct the time, method and place of conducting any proceeding for the exercise of any right or
remedy available to the Collateral Trustee with respect to the Collateral, or of exercising any
trust or power conferred on the Collateral Trustee, or for the taking of any other action
authorized by the instruments comprising the Trust Estate (including the making of any
determinations to be made by the Collateral Trustee thereunder), and the Collateral Trustee shall
not exercise any such right, remedy, trust or power, or take any such other action, without such
direction.



3.04 Right to Make Advances. In the event an advance of funds shall at any time be
required in the reasonable judgment of the Administrative Agent or the Majority Noteholders for the
preservation or maintenance of any Collateral, any Secured Party shall be entitled to make such
advance after reasonable notice to the Borrower of its intention to do so but without notice to any
other Secured Party. Each such advance shall be repaid, with interest at the applicable Default
Rate, by the Borrower upon demand by the Secured Party that made such advance and in any event,
whether or not such demand shall have been made, out of the proceeds of any Collateral distributed
pursuant to clause First of Section 4.01. In the event the Collateral Trustee or any
Secured Party shall receive any funds which,
under this Section 3.04, belong to any other Secured Party, such Secured Party shall remit
such funds promptly to the Collateral Trustee for distribution to such other Secured Party and
prior to such remittance shall hold such funds in trust for such other Secured Party.



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3.05 Nature of Secured Parties’ Rights. All of the Secured Parties shall be bound by
any instruction or direction given by the Requisite Secured Parties pursuant to this Section 3.



Section 4. Application of Certain Amounts.



4.01 Application of Proceeds. Except as otherwise herein expressly provided and
notwithstanding anything to the contrary set forth in the Debt Instruments, (i) the proceeds of any
collection, sale or other realization of all or any part of the Collateral pursuant to any of the
Shared Security Documents, (ii) prior to the execution and delivery of each of the account control
agreements, in form reasonably satisfactory to the Requisite Secured Parties, relating to the
Deposit Accounts and the Securities Accounts described in Annex 4 to the Shared Security Agreement
(the “Bank Accounts”) by the parties thereto, the proceeds of any collection, sale or other
realization with respect to any Collateral held in the Bank Accounts at any time when a Triggering
Event shall have occurred and be continuing, (iii) any other cash at the time held by the
Collateral Trustee under this Agreement or any of the Shared Security Documents, and (iv) at any
time that a Triggering Event shall have occurred and be continuing, the proceeds of any Shared
Amounts received by the Collateral Trustee or any Secured Party, shall be applied by the Collateral
Trustee as soon as practicable after receipt (or as and when required by the relevant Shared
Security Document) as follows:




First, to the Collateral Trustee in an amount equal to the Collateral Trustee’s
Fees which are unpaid as of the applicable Distribution Date and to any Secured Party which
has theretofore advanced or paid any such Collateral Trustee’s Fees in an amount equal to
the amount thereof so advanced or paid by such Secured Party and to reimburse to any Secured
Party the amount of any advance made pursuant to Section 3.04 (with interest thereon at the
applicable Default Rate);




Second, after and giving effect to the payment in full of the Secured
Obligations referred to in clause First above, to the Secured Parties equally and
ratably, each in proportion to the amount of Secured Obligations then held by them (whether
or not then due and payable), until all the Secured Obligations have been paid in full (or
monies set aside for such payment in full as provided in the next paragraph),
provided that (and notwithstanding the last paragraph of this Section 4.01) if the
2002 Notes have not become due and payable pursuant to Section 12.1 of the 2002 Note
Purchase Agreement, for purposes of this clause Second, the Secured Obligations
shall only include the Credit Agreement Obligations and the 2002 Notes Obligations in
respect of those 2002 Notes as to which the Company’s offer of prepayment pursuant to
Section 8.7 of the 2002 Note Purchase Agreement has been accepted; and




Finally, after payment in full of all Secured Obligations and the termination
of all of the commitments under the Credit Agreement, to the applicable Obligor or its
successors or assigns, as its interests may appear.



Subject to the proviso in clause Second above, in the event that at the time of any
application of monies pursuant to clause Second above any or all of the Secured Obligations
held by any Secured Party shall not have been declared (or become) due and payable, then on the
date of such application, the Collateral Trustee shall set aside monies equal to the portion of
such Secured Obligations that would otherwise have been paid to such Secured Party (including
interest that would accrue on such portion during the 365-day period following such date if the
interest rate in effect on such date remained in effect during such period) into a segregated
collateral account for the exclusive right and benefit of such Secured Party, provided that
any monies that remain in such collateral account for 365 or more days
after such Secured Obligations of such Secured Party have become payable (and any monies in
such account that remain after payment of such portion, together with accrued interest thereon to
the date of such payment) shall be applied by the Collateral Trustee in the order of priority set
forth in this Section 4.01. Amounts held in any such collateral account shall be invested in such
Permitted Investments as directed by the Requisite Secured Parties.



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4.02 Reliance by Collateral Trustee; Payments. The Collateral Trustee shall be
entitled to conclusively rely upon a certificate from the Administrative Agent as to the aggregate
amount of Credit Agreement Obligations that on any Distribution Date are held by any Credit
Agreement Secured Party and as to the amount thereof that are due and payable, and shall, except to
the extent provided in the second paragraph of Section 4.01, remit the amount of any cash to be
applied pursuant to clause Second of Section 4.01 to the Credit Agreement Obligations that
are then due and payable directly to the Administrative Agent. Similarly, the Collateral Trustee
shall be entitled to conclusively rely upon a certificate from each Noteholder as to the aggregate
amount of 2002 Notes Obligations that on any Distribution Date are held by each such Noteholder and
as to the amount thereof that are due and payable, and shall, except to the extent provided in the
second paragraph of Section 4.01, remit the amount of any cash to be applied pursuant to clause
Second of Section 4.01 ratably to the 2002 Notes Obligations that are then due and payable
as set forth in the payment instructions in Schedule A to the 2002 Note Purchase Agreement or, as
to any Noteholder, as such Noteholder shall have advised the Collateral Trustee after the date
hereof.



4.03 Payment Provisions. For the purposes of applying the provisions of
Section 4.01, all interest and Make-Whole Amount to be paid on any of the Secured Obligations
pursuant to the terms of any Debt Instrument shall, as among the Secured Parties and irrespective
of whether such interest or Make-Whole Amount is or would be recognized or allowed in any
bankruptcy or similar proceeding, be treated as a Secured Obligation for purposes hereof.



4.04 Turnover by Secured Parties. Each Secured Party hereby agrees that if it
receives any Shared Amount at any time that a Triggering Event shall have occurred and be
continuing, it shall promptly pay such Shared Amount to the Collateral Trustee for distribution in
accordance with Section 4.01.



4.05 Extent of Satisfaction of Secured Obligations. Each Obligor agrees that any
Shared Amount received by a Secured Party, as between such Obligor and such Secured Party, shall be
deemed to discharge the Secured Obligations held by such Secured Party only to the extent of the
amount or amounts of such Secured Obligations to which such Secured Party applies the portion of
such Shared Amount distributed to it under Section 4.01.



Section 5. Agreements with Collateral Trustee.



5.01 Delivery of Debt Instruments. On or before the date hereof, the Borrower shall
have delivered to the Collateral Trustee a true and complete copy of each of the Debt Instruments
as in effect on the date hereof. Promptly upon the execution thereof, the Borrower shall deliver
to the Collateral Trustee a true and complete copy of any and all amendments, modifications or
supplements to any Debt Instrument.



5.02 Information as to Holders. The Borrower shall deliver to the Collateral Trustee
promptly (but in any event not later than 10 days) after request by the Collateral Trustee, a list
setting forth (as of the date requested therein), (a) for each Debt Instrument pursuant to which
any Credit Agreement Obligations are outstanding and for the 2002 Notes, (i) the aggregate
principal amount outstanding thereunder, (ii) the interest rate or rates then in effect thereunder,
and (iii) the names of the holders thereof and the unpaid principal amount thereof owing to each
such holder. In addition, the
Borrower shall furnish to the Collateral Trustee promptly (but in any event not later than 10
days) after a request therefor a list (as of the date requested therein) setting forth the name and
address of each party to whom notices must be sent under (x) the Debt Instruments pursuant to which
any Credit Agreement Obligations are outstanding, and (y) the 2002 Notes Documents, and the
Borrower agrees to furnish promptly to the Collateral Trustee any changes or additions to such
list.



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5.03 Expenses; Indemnity; Damage Waiver.



(a) Costs and Expenses. The Obligors jointly and severally agree to pay (i) to the
Collateral Trustee, from time to time upon demand, compensation (which shall not be limited by any
provision of law in regard to compensation of a trustee of an express trust) for its services
hereunder and for administering the Trust Estate, as heretofore or from time to time agreed upon in
writing in the form of a fee letter between the Collateral Trustee and the Borrower, which fee
letter shall be approved by the Requisite Secured Parties, (ii) all reasonable out-of-pocket
expenses incurred by the Collateral Trustee and its affiliates, including the reasonable fees,
charges and disbursements of counsel for the Collateral Trustee, in connection with the preparation
and administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (iii) all out-of-pocket expenses incurred or required to be advanced by the
Collateral Trustee in connection with the administration of the Trust Estate or the preservation,
protection or defense of the Collateral Trustee’s rights under this Agreement and in and to the
Collateral and the Trust Estate, (iv) all out-of-pocket expenses incurred by the Collateral
Trustee, including the fees, charges and disbursements of any counsel for the Collateral Trustee,
in connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section 5.03, including in connection with any workout,
restructuring or negotiations in respect thereof and (v) all costs, expenses, taxes, assessments
and other charges incurred in connection with any filing, registration, recording or perfection of
any security interest contemplated by this Agreement or any other document referred to therein.



(b) Indemnification by the Obligors. The Obligors jointly and severally agree to
indemnify the Collateral Trustee, each Secured Party and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement or any agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of the transactions
contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee. The benefit of this Section 5.03(b) shall survive the termination of this Agreement.



(c) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law,
no Obligor shall assert, and each Obligor hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby.



(d) Payments. All amounts due under this Section 5.03 shall be payable promptly
after written demand therefor.



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5.04 Further Assurances. At any time and from time to time, upon the written request
of the Collateral Trustee, and at the expense of the Obligors, each Obligor shall promptly execute
and deliver any and all such further instruments and documents and take such further action as is
necessary or desirable or as the Collateral Trustee may reasonably deem necessary or desirable in
obtaining the full benefits of this Agreement.



Section 6. The Collateral Trustee.



6.01 Certain Duties. The Collateral Trustee’s duties in respect of the Trust Estate
shall include the taking of action with respect to applications of the Obligors or others for
consents, waivers, releases or other matters relating to the Trust Estate or the Collateral as is
explicitly required of the Collateral Trustee pursuant to the terms hereof and the prosecution
following any Event of Default of any action or proceeding or the taking of any nonjudicial
remedial action as shall be determined to be required pursuant to the provisions of Sections 3.02
and 3.03. The Collateral Trustee’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with
such Collateral in the same manner as it customarily deals with similar collateral of other parties
held by it.



6.02 Exculpatory Provisions.



(a)  No Representations. The Collateral Trustee shall not be responsible in any
manner whatsoever for the correctness of any recitals, statements, representations or warranties
herein contained, all of which are made solely by the Obligors. The Collateral Trustee makes no
representations as to the value or condition of the Trust Estate or any part thereof, or as to the
title of the Obligors thereto, or as to the security afforded by the Shared Security Documents or
this Agreement, or as to the validity, execution (except its own execution thereof),
enforceability, legality or sufficiency of the Shared Security Documents or this Agreement or of
the Secured Obligations, and the Collateral Trustee shall incur no liability or responsibility with
respect to any such matters. The Collateral Trustee shall not be responsible for insuring the
Trust Estate or for the payment of taxes, charges, assessments or Liens upon the Trust Estate or
otherwise as to the maintenance of the Trust Estate, including as to the preparation or filing of
any Uniform Commercial Code financing statements.



(b)  Limitations upon Duties. The Collateral Trustee shall not be required to
ascertain or inquire as to the performance by any Obligor or any other Person of any of the
covenants or agreements contained herein, in the Shared Security Documents or in any Debt
Instrument or any other agreement or instrument referred to therein. Whenever it is necessary for
the Collateral Trustee to ascertain the amount of Secured Obligations then held by a Secured Party,
the Collateral Trustee may conclusively rely on a certificate of the Administrative Agent (in the
case of the Credit Agreement Obligations) or any Noteholder (as to the 2002 Notes Obligations held
by such Noteholder) as to such amount.



(c) Limitations upon Liability. The Collateral Trustee shall not be personally
liable for any action taken or omitted to be taken by it in accordance with this Agreement, the
Shared Security Documents or any Debt Instrument, except for such actions or omissions that are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of the Collateral Trustee. The Collateral
Trustee and its affiliates may make loans to, accept deposits from and generally engage in any kind
of business with the Borrower and its Subsidiaries as though the Collateral Trustee were not the
collateral trustee hereunder. The Collateral Trustee shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized
or within the discretion, rights or powers conferred upon it by this Agreement.



(d) Limitations upon Consequential Damages. In no event shall the Collateral Trustee
be responsible or liable for special, indirect or consequential loss or damage of any kind
whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Collateral Trustee
has been advised of the likelihood of such loss or damage and regardless of the form of action.



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(e) Limitations upon Duties with Respect to the Collateral. Beyond the exercise of
reasonable care in the custody thereof, the Collateral Trustee shall have no duty as to any
Collateral in its possession or control or in the possession or control of any agent or bailee or
any income thereon or as to preservation of rights against prior parties or any other rights
pertaining thereto, and the Collateral Trustee shall not be responsible for filing any financing or
continuation statements or recording any documents or instruments in any public office at any time
or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
The Collateral Trustee shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property and shall not be liable or responsible for any loss or diminution
in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding
agency or other agent or bailee selected by the Collateral Trustee in good faith.



The Collateral Trustee shall not be responsible for the existence, genuineness or value of any
of the Collateral; for the validity, perfection, priority or enforceability of the liens in any of
the Collateral, whether impaired by operation of law or by reason of any action or omission to act
on its part hereunder, except to the extent such action or omission constitutes gross negligence or
willful misconduct on the part of the Collateral Trustee; for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein; for the validity of the title of
either of the Obligors to the Collateral; for insuring the Collateral; or for the payment of taxes,
charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the
Collateral.



6.03 Delegation of Duties. The Collateral Trustee may execute any of the trusts or
powers hereof and perform any duty hereunder either directly or by or through agents or
attorneys-in-fact which it shall select with due care. The Collateral Trustee shall not be
responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact
selected by it with due care.



6.04 Reliance by Collateral Trustee.



(a) Reliance upon Certificates of Borrower. Whenever in the administration of the
trusts of this Agreement the Collateral Trustee shall deem it necessary or advisable that a matter
be proved or established in connection with the taking of any action hereunder by the Collateral
Trustee, such matter (unless other evidence in respect thereof be herein or in the Shared Security
Documents specifically prescribed) may be deemed to be conclusively provided or established by a
certificate of an officer of the Borrower delivered to the Collateral Trustee, and such officers’
certificate shall be full warranty to Collateral Trustee for any action taken, suffered or omitted
in reliance thereon.



(b) Consultation with Counsel. The Collateral Trustee may consult with counsel of
its own selection, and any opinion or advice of such counsel (which may be in-house counsel for the
Collateral Trustee) shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in accordance therewith. The Collateral Trustee shall
have the right at any time to seek instructions concerning the administration of the Trust Estate
from any court of competent jurisdiction.



(c) Reliance upon Resolutions, Etc. The Collateral Trustee may conclusively rely,
and shall be fully protected in acting, upon any resolution, statement, certificate, instrument,
opinion, report, notice, request, consent, order, bond or other paper or document (whether in its
original or facsimile form) which it has no reason to believe to be other than genuine and to have
been signed or presented by the proper party or parties or, in the case of electronic
transmissions, to have been sent by the proper party or parties. The Collateral Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the
Collateral Trustee and conforming to the requirements of this Agreement or the Shared Security
Documents.



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(d) Limitations on Actions to be Taken. The Collateral Trustee shall not take any
action hereunder or under any Shared Security Document without the written consent of the Requisite
Secured Parties, except for any such action that the Collateral Trustee is specifically required to
take hereunder or under any Shared Security Document.



(e) Reliance upon Instruction. All of the Noteholders shall be bound by any
instruction or direction given by the Majority Noteholders, and all of the Lenders shall be bound
by any instruction or direction given by the Required Lenders, in each case subject to Section
8.02.



6.05 Limitations on Duties of Collateral Trustee. The Collateral Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in accordance with the
direction of the Requisite Secured Parties. Upon reasonable prior notice, the Collateral Trustee
shall make available for inspection and copying during normal business hours by any Secured Party
each certificate or other paper furnished to the Collateral Trustee by any Obligor, the
Administrative Agent, any Lender or any Noteholder under or in respect of this Agreement, the
Shared Security Documents or any portion of the Trust Estate.



6.06 Moneys to be Held in Trust. All moneys received by the Collateral Trustee under
or pursuant to any provision of this Agreement shall be held in trust for the purposes for which
they were paid or are held.



6.07 Resignation and Replacement of Collateral Trustee.



(a)  Resignation and Removal.




(i) The Collateral Trustee may at any time, by giving 45 days’ prior written notice to
the Borrower, the Noteholders and the Administrative Agent, resign and be discharged of the
responsibilities hereby created, such resignation to become effective upon the earlier of
(i) 45 days from the date of such notice and (ii) the appointment of a successor collateral
trustee or collateral trustees by the Requisite Secured Parties.




(ii) The Collateral Trustee may be removed at any time (i) for breach of this
Agreement or any Shared Security Agreement, by notice from either the Required Lenders or
the Majority Noteholders to the Collateral Trustee, the Borrower and the other Secured
Parties or (ii) without cause, by notice from the Requisite Secured Parties to the
Collateral Trustee, the Borrower and the other Secured Parties. Such removal shall be
effective as of the time specified in such notice.




(iii) If no successor collateral trustee or collateral trustees shall be appointed and
approved within 45 days from the date of the giving of the aforesaid notice of resignation
or prior to the effective date of the aforesaid notice of removal, the Collateral Trustee
(notwithstanding the termination of all of its other duties and obligations hereunder by
reason of such resignation or removal), any Secured Party or the Borrower may, at the
expense of the Borrower, apply to any court of competent jurisdiction to appoint a successor
collateral trustee or collateral trustees (which may be an individual or individuals) to act
until such time, if any, as a successor collateral trustee or collateral trustees shall have
been appointed as above provided. Any successor collateral trustee or collateral trustees
so appointed by such court shall immediately and without further act be superseded by any
successor collateral trustee or collateral trustees approved by the Requisite Secured
Parties as above provided. In connection with the foregoing, the Borrower
hereby agrees with the Secured Parties to pay the fees, costs and expenses of any
successor Collateral Trustee, and to provide indemnification to any successor Collateral
Trustee, to the same extent as it provides the same to the predecessor Collateral Trustee.



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(b) Appointment of Successor Collateral Trustee. If at any time the Collateral
Trustee shall resign, be removed or otherwise become incapable of acting, or if at any time a
vacancy shall occur in the office of Collateral Trustee for any other cause, a successor collateral
trustee or collateral trustees may be appointed by the Requisite Secured Parties, provided
that, so long as no Triggering Event has occurred and is continuing, any such appointment shall be
subject to the prior written consent of the Borrower (which consent shall not unreasonably be
withheld) except with respect to any such appointment of a Secured Party or any of its Affiliates,
and the powers, duties, authority and title of the predecessor collateral trustee or collateral
trustees terminated and canceled without procuring the resignation of such predecessor collateral
trustee or collateral trustees, and without any other formality (except as may be required by
applicable law) other than appointment and designation of a successor collateral trustee or
collateral trustees in writing, duly acknowledged, delivered to the predecessor collateral trustee
or collateral trustees, and filed for record in each public office, if any, in which this Agreement
is required to be filed.



(c) Rights of Successor Collateral Trustee. The appointment and designation referred
to in Section 6.07(b) shall, after any required filing, be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement shall vest in such
successor collateral trustee or collateral trustees, without any further act, deed or conveyance,
all of the estate and title of its predecessor or their predecessors, and upon such filing for
record the successor collateral trustee or collateral trustees shall become fully vested with all
the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or
their predecessors; but such predecessor or predecessors shall, nevertheless, on the written
request of the Requisite Secured Parties or any successor collateral trustee or collateral
trustees, execute and deliver an instrument transferring to such successor or successors all the
estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or
predecessors hereunder and shall deliver all securities and moneys held by it or them to such
successor collateral trustee or collateral trustees.



(d) Filings at Expense of Borrower. Any required filing for record of the instrument
appointing a successor collateral trustee or collateral trustees as hereinabove provided shall be
done by and at the expense of the Borrower.



6.08 Qualifications of Successors to Collateral Trustee. Except as permitted by
Section 6.07(a)(iii), any successor to the Collateral Trustee appointed pursuant to Section 6.07
shall be a bank or trust company in good standing and having power so to act, incorporated under
the laws of the United States of America or any State thereof or the District of Columbia, and
having its principal corporate trust office within the forty-eight contiguous States, and shall
also have capital, surplus and undivided profits of not less than $500,000,000.



6.09 Merger of Collateral Trustee. So long as such Person shall meet the
requirements of Section 6.08, any Person into which the Collateral Trustee may be merged, or with
which it may be consolidated, or any Person resulting from any merger or consolidation to which the
Collateral Trustee shall be a party, or any Person acquiring all or substantially all of the
corporate trust business of the Collateral Trustee, shall be the Collateral Trustee under this
Agreement without the execution or filing of any paper or any further act on the part of the
parties hereto. Any such Person shall give prompt written notice to the Secured Parties and the
Borrower of any such merger, consolidation or acquisition.



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6.10 Appointment of Additional and Separate Collateral Trustee. Whenever (i) the
Collateral Trustee or the Requisite Secured Parties shall deem it necessary or prudent in order to
conform
to any law of any jurisdiction in which all or any part of the Collateral shall be situated or
to make any claim or bring any suit with respect to or in connection with the Collateral, or
(ii) the Collateral Trustee shall be advised by counsel that it is so necessary or prudent in the
interest of the Secured Parties, then, in any such case, the Collateral Trustee shall execute and
deliver from time to time all instruments and agreements necessary or proper to constitute another
bank or trust company or one or more Persons approved by the Collateral Trustee either to act as
additional trustee or trustees of all or any part of the Trust Estate, jointly with the Collateral
Trustee, or to act as separate trustee or trustees of all or any part of the Trust Estate, in any
such case with such powers as may be provided in such instruments or agreements, and to vest in
such bank, trust company or Person as such additional trustee or separate trustee, as the case may
be, any property, title, right or power of the Collateral Trustee deemed necessary or advisable by
the Collateral Trustee. Each of the Obligors hereby consents to all actions taken by the
Collateral Trustee under the foregoing provisions of this Section 6.10.



Section 7. Release of Trust Estate and Collateral; Expiration of Certain Rights.



7.01 Release of Trust Estate; Expiration of Certain Rights.



(a) Termination of Trust Estate. Notwithstanding any contrary provision herein, the
Trust Estate shall terminate and be released upon (i) the release of all Collateral pursuant to
Section 7.02 or (ii) payment in full of all Secured Obligations and termination of all commitments
to provide financing thereunder. Promptly after such termination, the Collateral Trustee shall, at
the expense of the Borrower, cause to be delivered to the Borrower, without any recourse, warranty
or representation whatsoever, any Collateral then held by it and shall, at the expense of the
Borrower, execute and deliver to the Borrower such releases or other documentation as shall be
reasonably requested by the Borrower to effect the termination and/or release of the Trust Estate.



(b) Partial Release of Collateral upon Sale or Other Disposition. So long as no
Triggering Event is continuing, the Lien created by the Trust Estate in respect of any property
constituting Collateral shall be released upon (i) the sale or other disposition of such property
in a transaction permitted under the Credit Agreement and the 2002 Note Purchase Agreement and (ii)
delivery by the Borrower to the Collateral Trustee of a certificate of a senior officer of the
Borrower certifying that such sale or other disposition complies with the terms of the Credit
Agreement and the 2002 Note Purchase Agreement. In connection with such release, the Collateral
Trustee shall cause to be delivered to the Borrower, without any recourse, warranty or
representation whatsoever, any Collateral then held by it which is the subject of such release and
shall, at the expense of the Borrower, execute and deliver to the Borrower such releases or other
documentation as shall be reasonably requested by the Borrower to effect such release.



7.02 Releases of Collateral Approved by Requisite Secured Parties. Except as
provided in Section 7.01 and subject to Section 8.02, the Lien of the Shared Security Documents
may, at any time, be released in whole or in part by the Collateral Trustee only pursuant to
written directions signed by the Requisite Secured Parties.



7.03 Amendments of Shared Security Documents. Subject to Section 8.02, the
Collateral Trustee shall enter into an amendment, supplement or waiver of any Shared Security
Document pursuant to notice from the Requisite Secured Parties but shall not otherwise do so;
provided that the Collateral Trustee shall not be obligated to execute any such amendment,
supplement or waiver that affects the Collateral Trustee’s own rights, duties or immunities under
this Agreement or the Shared Security Documents.



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Section 8. Miscellaneous.



8.01 Equal and Ratable Security. The Secured Parties agree that this Agreement and
the Shared Security Documents satisfy the requirement of Section 10.5(k) of the 2002 Note Purchase
Agreement that the 2002 Notes be equally and ratably secured with the Credit Agreement Obligations
in respect of the Collateral.



8.02 Amendments, Supplements and Waivers. This Agreement and any other Shared
Security Document may be waived, altered or amended at any time only by an instrument in writing
executed by the Obligors and the Requisite Secured Parties; provided that no such waiver,
alteration or amendment shall




(i) change Section 4.01 without the consent of each Secured Party adversely affected
thereby;




(ii) change any of the provisions of this Section 8.02 or the definitions of the terms
“Majority Noteholders”, “Required Lenders”, “Requisite Secured Parties” or any other
provision hereof specifying the number or percentage of Secured Parties required to amend
any rights hereunder, give any notice or make any determination hereunder, without the
consent of each Secured Party adversely affected thereby;




(iii) release all or substantially all of the Collateral without the consent of each
Secured Party; or




(iv) without the Collateral Trustee’s consent, be effective to the extent it affects
the Collateral Trustee’s rights, duties or immunities under this Agreement or the Shared
Security Documents.



8.03 Notices. All notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by electronic transmission, as follows:




(i)  if to any Obligor, to it at 40 West 57th Street, 15th Floor, New York, New York
10019, Attention of Gary Yusko (Telecopy No. (212) 445-0356; Telephone No. (212) 373-5311),
with a copy Attention of David Hillman, Esq. (Telecopy No. (212) 641-2198; Telephone No.
(212) 641-2075), with an additional copy to Lowenstein Sandler PC, 1251 Avenue of the
Americas, New York, New York 10020 (Telecopy No. (973) 422-6809; Telephone No. (212)
262-6700), Attention of Lowell A. Citron, Esq.;




(ii)  if to the Collateral Trustee, to The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention of Corporate Trust Administration (Telecopy No. (212)
815-5704; Telephone No. (212) 815-5445);




(iii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin,
10th Floor, Houston, Texas 77002, Attention of Rebecca Scott (Telecopy No.
(713) 750-2938; Telephone No. (713) 750-7920), with a copy to JPMorgan Chase Bank, N.A.,
270 Park Avenue, 4th Floor, New York, New York 10017, Attention of Ann B. Kerns
(Telecopy No. (212) 270-5127; Telephone No. (212) 270-8916); and




(iv) if to any Noteholder, to it at the address specified in Schedule A to the 2002
Note Purchase Agreement;



or, in the case of any party, at such other address as shall be designated by it in a written
notice to each of the other parties. All such notices and other communications given in accordance
with the provisions of this Agreement shall be deemed to have been given on the date of receipt.




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8.04 Captions. The captions and section headings appearing herein are included
solely for convenience of reference and are not intended to affect the interpretation of any
provision of this Agreement.



8.05 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



8.06 Dealings with the Obligors. Upon any application or demand by any Obligor to
the Collateral Trustee to take or permit any action under any of the provisions of this Agreement
or under any Shared Security Document, such Obligor shall furnish to the Collateral Trustee a
certificate of an appropriate officer and an opinion of counsel stating that all conditions
precedent, if any, provided for in this Agreement or such Shared Security Document relating to the
proposed action have been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any provision of this
Agreement or the Shared Security Documents relating to such particular application or demand, no
additional certificate or opinion need be furnished.



8.07 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of each Obligor, the Secured Parties and each holder of
any of the Secured Obligations (provided that no Obligor shall assign or transfer its
rights or obligations hereunder without the prior written consent of the Collateral Trustee and the
Requisite Secured Parties).



8.08 Governing Law; Jurisdiction; Etc.



(a) Governing Law. This Agreement shall be construed in accordance with and governed
by the law of the State of New York, excluding choice of law principles of the law of such State
that would permit the application of the laws of a jurisdiction other than such State.



(b) Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement and each Shared Security Document, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in the State of New York or, to the extent permitted by law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Collateral
Trustee or any other Secured Party may otherwise have to bring any action or proceeding relating to
this Agreement or any Shared Security Document against any Obligor or its properties in the courts
of any jurisdiction.



(c) Waiver of Venue. Each party to this Agreement hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any Shared Security Document in any court referred to in
paragraph (b) of
this Section 8.08. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.



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(d) Service of Process. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 8.03. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.



8.09 Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page to this Agreement by electronic transmission shall be effective as delivery of
a manually executed counterpart of this Agreement.



8.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SHARED SECURITY DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 8.10.



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



8.12 Survival. The provisions of Section 5.03 and Section 6 shall survive and remain
in full force and effect regardless of the consummation of the transactions contemplated hereby,
the resignation or removal of the Collateral Trustee, the repayment of the Secured Obligations and
the termination of the commitments under the Credit Agreement.



8.13 Additional Obligors. As contemplated in Section 6.08 of the Credit Agreement
and Section 9.6 of the 2002 Note Purchase Agreement, a new Restricted Subsidiary of the Borrower
formed or acquired by the Borrower after the date hereof may become a “Subsidiary Guarantor” under
the Credit Agreement and the 2002 Note Purchase Agreement and an “Obligor” under the Shared
Security Documents and this Agreement by executing and delivering to the Administrative Agent, the
Noteholders and the Collateral Trustee an Assumption Agreement in the form of Exhibit B to the
Credit Agreement and a joinder agreement in the form of Annex 1 to the Subsidiary Guaranty (as such
term is defined in the 2002 Note Purchase Agreement). Accordingly, upon the execution and delivery
of any such Assumption Agreement and joinder agreement by any such Restricted Subsidiary, such new
Restricted Subsidiary shall automatically and immediately, and without any further action on the
part of any Person, become an “Obligor” for all purposes of this Agreement.



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8.14 No Duties of the Secured Parties. Each of the Collateral Trustee, the
Administrative Agent and the Noteholders agrees that (i) except as specifically herein provided
with
respect to the Collateral Trustee, (a) none of the Secured Parties shall have any duties or
obligations hereunder and, without limiting the generality of the foregoing, none of the Secured
Parties shall be subject to any fiduciary or other implied duties and none of the Secured Parties
shall have any duty to take any discretionary action or exercise any discretionary powers hereunder
and (b) none of the Secured Parties shall be liable for any action taken or not taken by it
hereunder in accordance with the terms hereof and (ii) no agency relationship (in which the
Administrative Agent or any Noteholder is the agent) exists among the Administrative Agent, the
Collateral Trustee, the Noteholders and/or any other parties hereto as a result of this Agreement.



8.15 Assignments. Each Secured Party may assign or otherwise transfer all or any
portion of its rights and obligations under any Debt Instrument to any other Person (subject to
compliance with any requirements under such Debt Instrument) and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Person in each case provided
in such Debt Instrument; provided, however, that each Secured Party agrees that any
assignment or transfer of any of its interest in any Debt Instrument shall be made expressly
subject to the terms of this Agreement and each assignee or transferee, by accepting the benefits
of the Shared Security Documents, shall be bound by and subject to the terms and conditions hereof.



8.16 Force Majeure. In no event shall the Collateral Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being understood that
the Collateral Trustee shall use reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the circumstances.



8.17 Invalidated Payments. If the Collateral Trustee or any Secured Party (a
“Repaying Person”) receives any Shared Amount that is subsequently required to be returned
or repaid by such Repaying Person to any Obligor, then each Secured Party to which any portion of
such amount was paid shall promptly after request therefor by such Repaying Person repay such
portion to such Repaying Person, without interest, and the amount so repaid shall be deemed not to
have been paid to the Secured Parties making such repayment. If this Agreement shall have been
terminated prior to such return or repayment, this Agreement shall be reinstated in full force and
effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement.



8.18 New Intercreditor Agreement. The Collateral Trustee and the Noteholders agree
that, at such time as all of the then outstanding Credit Agreement Obligations are Refinanced, they
will enter into a new intercreditor agreement with the lenders providing such Refinancing upon such
other lenders’ request, provided that (i) such new intercreditor agreement supersedes this
Agreement, (ii) such new intercreditor agreement contains terms and conditions that are
substantially similar to, and, in any event, no less favorable to the Noteholders than, those set
forth in this Agreement, (iii) no Triggering Event has occurred and (iv) such new intercreditor
agreement is executed at the time such Refinancing is consummated.



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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SUBSIDIARY GUARANTORS



METRO NETWORKS COMMUNICATIONS, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP



By METRO NETWORKS COMMUNICATIONS, INC., as General
Partner

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	METRO NETWORKS, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	METRO NETWORKS SERVICES, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



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	 	SMARTROUTE SYSTEMS, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WESTWOOD NATIONAL RADIO CORPORATION

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WESTWOOD ONE PROPERTIES, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WESTWOOD ONE RADIO, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WESTWOOD ONE RADIO NETWORKS, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WESTWOOD ONE STATIONS – NYC, INC.

 	 
	 	By  	/s/ Gary J. Yusko	 
	 	 	Name:  	Gary J. Yusko 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




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	 	JPMORGAN CHASE BANK, N.A.,

     as Administrative Agent

 	 
	 	By  	/s/ Ann Kerns	 
	 	 	Name:  	Ann Kerns 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK,

     not in its individual capacity but solely as

     Collateral Trustee

 	 
	 	By  	/s/ Scott I. Klein	 
	 	 	Name:  	Scott I. Klein 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




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	 	NOTEHOLDERS



AMERITAS LIFE INSURANCE CORP.
 	 
	 	By:  	Summit Investment Partners, as Agent	 
	 
	 	By  	/s/ Andrew S. White	 
	 	 	Name:  	Andrew S. White 	 
	 	 	Title:  	Managing Director - Private Placements 	 
	 
	 	ACACIA LIFE INSURANCE COMPANY

By: Summit Investment Partners, as Agent

 	 
	 	By  	/s/ Andrew S. White	 
	 	 	Name:  	Andrew S. White 	 
	 	 	Title:  	Managing Director - Private Placements 	 
	 
	 	NATIONWIDE MUTUAL INSURANCE COMPANY

 	 
	 	By  	/s/ Thomas S. Leggett	 
	 	 	Name:  	Thomas S. Leggett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SCOTTSDALE INSURANCE COMPANY

 	 
	 	By  	/s/ Thomas S. Leggett	 
	 	 	Name:  	Thomas S. Leggett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NATIONWIDE LIFE INSURANCE COMPANY

 	 
	 	By  	/s/ Thomas S. Leggett	 
	 	 	Name:  	Thomas S. Leggett 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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	 	NATIONWIDE LIFE INSURANCE
COMPANY OF  

AMERICA  	 
	 
	 	By  	/s/
Thomas S. Leggett	 
	 	 	Name:  	Thomas S. Leggett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NATIONWIDE LIFE AND ANNUITY INSURANCE 
COMPANY

 	 
	 	By  	/s/
Thomas S. Leggett	 
	 	 	Name:  	Thomas S. Leggett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE 

COMPANY
 	 
	 	By:  	Babson Capital Management LLC,


as Investment Adviser	 
	 
	 	By  	/s/ Mark B. Ackerman	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	C.M. LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC, 

as Investment Sub-Adviser
	 
	 
	 	By  	/s/
Mark B. Ackerman	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MASSMUTUAL ASIA LIMITED
	 
	 	By:  	Babson Capital Management LLC,

as Investment Adviser
	 
	 
	 	By  	/s/
Mark B. Ackerman	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 




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	 	PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY
 	 
	 	By:  	Prudential Investment Management, Inc., 

as investment manager
	 
	 
	 	By  	/s/
Paul Procyk	 
	 	 	Name:  	Paul Procyk 	 
	 	 	Title:  	Vice-President 	 
	 
	 	ALLSTATE LIFE INSURANCE COMPANY

 	 
	 	By  	/s/
Robert B. Bodett	 
	 	 	Name:  	Robert B. Bodett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	By  	/s/ David Puckett  	 
	 	 	Name:  	David Puckett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By  	/s/
Ross Taylor	 
	 	 	Name:  	Ross Taylor 	 
	 	 	Title:  	Managing Director 	 
	 
	 	RELIASTAR LIFE INSURANCE COMPANY

By: ING Investment Management LLC, as Agent

 	 
	 	By  	/s/
Christopher P. Lyons	 
	 	 	Name:  	Christopher P. Lyons 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	SECURITY LIFE OF DENVER INSURANCE COMPANY (successor by merger to Southland Life Insurance
Company)
 	 
	 	By:  	ING Investment Management LLC,
as Agent

	 
	 
	 	By  	/s/
Christopher P. Lyons	 
	 	 	Name:  	Christopher P. Lyons 	 
	 	 	Title:  	Senior Vice President 	 
	 




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	 	ING LIFE INSURANCE AND ANNUITY COMPANY
 	 
	 	By:  	ING Investment Management LLC,
as Agent
	 
	 
	 	By:  	/s/
Christopher P. Lyons	 
	 	 	Name:  	Christopher P. Lyons 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	MONUMENTAL LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/
Bill Henricksen	 
	 	 	Name:  	Bill Henricksen 	 
	 	 	Title:  	Vice President 	 
	 
	 	NEW YORK LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/
A. Post Howland	 
	 	 	Name:  	A. Post Howland 	 
	 	 	Title:  	Corporate Vice President 	 
	 
	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 	 
	 	By:  	New York Life Investment Management LLC,


its Investment Manager
	 
	 
	 	By:  	/s/
A. Post Howland	 
	 	 	Name:  	A. Post Howland 	 
	 	 	Title:  	Director 	 
	 
	 	NEW YORK LIFE INSURANCE AND
ANNUITY 
CORPORATION INSTITUTIONALLY OWNED 

LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
 	 
	 	By:  	New York Life Investment Management LLC, 

its Investment
Manager
	 
	 
	 	By:  	/s/
A. Post Howland	 
	 	 	Name:  	A. Post Howland 	 
	 	 	Title:  	Director 	 
	 




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	 	HARTFORD FIRE INSURANCE COMPANY
 	 
	 	By:  	Hartford Investment Management Company, its Agent and Attorney-in-Fact	 
	 
	 	By  	/s/
Matthew J. Poznak	 
	 	 	Name:  	Matthew J. Poznak 	 
	 	 	Title:  	Vice President 	 
	 




Intercreditor and Collateral Trust Agreement