EX-10.1 GUARANTEE AND COLLATERAL AGREEMENT



 











Exhibit 10.1




GUARANTEE AND COLLATERAL AGREEMENT




dated as of




June 15, 2006




among




CUMULUS MEDIA INC.,




the Subsidiaries of Cumulus Media Inc.




identified herein,




and




BANK OF AMERICA, N.A., as Administrative Agent















 





	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	SECTION 1.01 Credit Agreement
	 	 	1	 
	SECTION 1.02 Other Defined Terms
	 	 	1	 
	 
	ARTICLE II GUARANTEE
	 	 	4	 
	 
	SECTION 2.01 Guarantee
	 	 	4	 
	SECTION 2.02 Guarantee of Payment
	 	 	4	 
	SECTION 2.03 No Limitations
	 	 	5	 
	SECTION 2.04 Reinstatement
	 	 	5	 
	SECTION 2.05 Agreement To Pay; Subrogation
	 	 	6	 
	SECTION 2.06 Information
	 	 	6	 
	SECTION 2.07 Limitation on Guarantees
	 	 	6	 
	 
	ARTICLE III PLEDGE OF SECURITIES
	 	 	6	 
	 
	SECTION 3.01 Pledge
	 	 	6	 
	SECTION 3.02 Delivery of the Pledged Collateral
	 	 	7	 
	SECTION 3.03 Representations, Warranties and Covenants
	 	 	7	 
	SECTION 3.04 Certification of Limited Liability Company and Limited Partnership
Interests
	 	 	8	 
	SECTION 3.05 Registration in Nominee Name; Denominations
	 	 	8	 
	SECTION 3.06 Voting Rights
	 	 	9	 
	 
	ARTICLE IV SECURITY INTERESTS IN PERSONAL PROPERTY
	 	 	10	 
	 
	SECTION 4.01 Security Interest
	 	 	10	 
	SECTION 4.02 Representations and Warranties
	 	 	12	 
	SECTION 4.03 Covenants
	 	 	13	 
	SECTION 4.04 Other Actions
	 	 	16	 
	SECTION 4.05 Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	18	 
	 
	ARTICLE V REMEDIES
	 	 	20	 
	 
	SECTION 5.01 Remedies Upon Default
	 	 	20	 
	SECTION 5.02 Application of Proceeds
	 	 	22	 
	SECTION 5.03 Grant of License to Use Intellectual Property
	 	 	22	 
	SECTION 5.04 Securities Act
	 	 	22	 
	 
	ARTICLE VI INDEMNITY, SUBROGATION AND SUBORDINATION
	 	 	23	 
	 
	SECTION 6.01 Indemnity and Subrogation
	 	 	23	 






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	SECTION 6.02 Contribution and Subrogation
	 	 	23	 
	SECTION 6.03 Subordination
	 	 	24	 
	 
	ARTICLE VII MISCELLANEOUS
	 	 	24	 
	 
	SECTION 7.01 Notices
	 	 	24	 
	SECTION 7.02 Security Interest Absolute
	 	 	24	 
	SECTION 7.03 Survival of Agreement
	 	 	25	 
	SECTION 7.04 Binding Effect; Several Agreement
	 	 	25	 
	SECTION 7.05 Successors and Assigns
	 	 	25	 
	SECTION 7.06 Administrative Agent’s Fees and Expenses; Indemnification
	 	 	25	 
	SECTION 7.07 Administrative Agent Appointed Attorney-in-Fact
	 	 	26	 
	SECTION 7.08 APPLICABLE LAW
	 	 	27	 
	SECTION 7.09 Waivers; Amendment
	 	 	27	 
	SECTION 7.10 WAIVER OF JURY TRIAL
	 	 	27	 
	SECTION 7.11 Severability
	 	 	27	 
	SECTION 7.12 Counterparts
	 	 	28	 
	SECTION 7.13 Headings
	 	 	28	 
	SECTION 7.14 Jurisdiction; Consent to Service of Process
	 	 	28	 
	SECTION 7.15 Termination or Release
	 	 	28	 
	SECTION 7.16 Additional Subsidiaries
	 	 	29	 
	SECTION 7.17 Right of Setoff
	 	 	29	 






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	SCHEDULES:

	 

	Schedule I —  Subsidiary Parties

	Schedule II —  Capital Stock; Debt Securities

	Schedule III —  Intellectual Property

	Schedule IV —  Insurance Requirements

	 

	EXHIBITS:

	Exhibit I — Form of Supplement

	Exhibit II — Form of Perfection Certificate







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     GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2006, among CUMULUS MEDIA INC., the
Subsidiaries of Cumulus Media Inc. identified herein and BANK OF AMERICA, N.A., as Administrative
Agent.



     Reference is made to the Credit Agreement dated as of June 15, 2006 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Cumulus Media Inc. (the
“Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. The
Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth
in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned
upon, among other things, the execution and delivery of this Agreement. The Subsidiary Parties are
affiliates of the Borrower, will derive substantial benefits from the extension of credit to the
Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as
follows:



ARTICLE I




Definitions




     SECTION 1.01 Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise
defined herein have the meanings specified in the Credit Agreement. All terms defined in the New
York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein;
the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.



     (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to
this Agreement.



     SECTION 1.02 Other Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “Account Debtor” means any Person who is or who may become obligated to any Grantor under,
with respect to or on account of an Account.



     “Article 9 Collateral” has the meaning assigned to such term in Section 4.01.



     “Collateral” means Article 9 Collateral and Pledged Collateral.



     “Copyright License” means any written agreement, now or hereafter in effect, granting any
right to any third party under any copyright now or hereafter owned by any Grantor or that such
Grantor otherwise has the right to license, or granting any right to any Grantor under any
copyright now or hereafter owned by any third party, and all rights of such Grantor under any such
agreement.



     “Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a)
all copyright rights in any work subject to the copyright laws of the United States or any other
country, whether as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any other country,



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including registrations, recordings, supplemental registrations and pending applications for
registration in the United States Copyright Office, including those listed on Schedule III.



     “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.



     “Federal Securities Laws” has the meaning assigned to such term in Section 5.04.



     “General Intangibles” means all choses in action and causes of action and all other intangible
personal property of any Grantor of every kind and nature (other than Accounts) now owned or
hereafter acquired by any Grantor, including corporate or other business records, indemnification
claims, contract rights (including rights under leases, whether entered into as lessor or lessee,
Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations,
franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or
other security held by or granted to any Grantor to secure payment by an Account Debtor of any of
the Accounts.



     “Grantors” means the Borrower and the Subsidiary Parties.



     “Guarantors” means the Subsidiary Parties.



     “Intellectual Property” means all intellectual and similar property of every kind and nature
now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights,
Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and books and records describing or used in connection
with, any of the foregoing.



     “License” means any Patent License, Trademark License, Copyright License or other license or
sublicense agreement to which any Grantor is a party, including those listed on Schedule III.



     “Loan Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the
principal of and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments
in respect of reimbursement of disbursements, interest thereon and obligations to provide cash
collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees,
expense and reimbursement obligations and indemnification obligations, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), (b) the due and punctual performance of all other
obligations of the Borrower under or pursuant to the Credit Agreement and each of the other Loan
Documents, and (c) the due and



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punctual payment and performance of all the monetary obligations of each other Loan Party
under or pursuant to this Agreement and each of the other Loan Documents.



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



     “Obligations” means (a) Loan Document Obligations, (b) the due and punctual payment and
performance of all obligations of each Loan Party under each Hedging Agreement that (i) is in
effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of
the Effective Date or (ii) is entered into after the Effective Date with any counterparty that is a
Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered into and (c) the
due and punctual payment and performance of all obligations of each Loan Party under each
arrangement for the delivery of treasury management services that (i) is in effect on the Effective
Date and maintained with a Lender or an Affiliate of a Lender as of the Effective Date or (ii) is
entered into after the Effective Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such arrangements are entered into.



     “Patent License” means any written agreement, now or hereafter in effect, granting to any
third party any right to make, use or sell any invention on which a patent, now or hereafter owned
by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting
to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under any such agreement.



     “Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all
letters patent of the United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office or any similar offices in any other
country, including those listed on Schedule III, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.



     “Perfection Certificate” means a certificate substantially in the form of Exhibit II,
completed and supplemented with the schedules and attachments contemplated thereby, and duly
executed by a Financial Officer and the chief legal officer of the Borrower.



     “Pledged Collateral” has the meaning assigned to such term in Section 3.01.



     “Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.



     “Pledged Securities” means any promissory notes, stock certificates or other securities now or
hereafter included in the Pledged Collateral, including all certificates, instruments or other
documents representing or evidencing any Pledged Collateral.



     “Pledged Stock” has the meaning assigned to such term in Section 3.01.



     “Proceeds” has the meaning specified in Section 9-102 of the New York UCC.


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     “Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the Issuing Bank,
(d) each counterparty to any Hedging Agreement with a Loan Party the obligations under which
constitute Obligations, (e) each counterparty to or provider of any treasury management services
arrangement with a Loan Party the obligations under which constitutes Obligations, (f) the
beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan
Document and (g) the successors and assigns of each of the foregoing.



     “Security Interest” has the meaning assigned to such term in Section 4.01.



     “Subsidiary Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other
Subsidiary that becomes a party to this Agreement as contemplated by Section 7.16.



     “Trademark License” means any written agreement, now or hereafter in effect, granting to any
third party any right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any right to use any
trademark now or hereafter owned by any third party, and all rights of any Grantor under any such
agreement.



     “Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a)
all trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all registration and recording applications filed in
connection therewith, including registrations and registration applications in the United States
Patent and Trademark Office or any similar offices in any State of the United States or any other
country or any political subdivision thereof, and all extensions or renewals thereof, including
those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c)
all other assets, rights and interests that uniquely reflect or embody such goodwill.



ARTICLE II




Guarantee




     SECTION 2.01 Guarantee. Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may
be extended or renewed, in whole or in part, without notice to or further assent from it, and that
it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.
Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower
or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.



     SECTION 2.02 Guarantee of Payment. Each of the Guarantors further agrees that its guarantee
hereunder constitutes a guarantee of payment when due and not of collection, and waives any right
to require that any resort be had by the Administrative Agent or any other
Secured Party to any security held for the payment of the Obligations or to any balance of any



4









 







deposit account or credit on the books of the Administrative Agent or any other Secured Party in
favor of the Borrower or any other Person.



     SECTION 2.03 No Limitations. (a) Except for termination of a Guarantor’s obligations
hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to
assert any claim or demand or to enforce any right or remedy under the provisions of any Loan
Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement; (in each case, except to the extent expressly
provided for in any such rescission, waiver, amendment or modification); (iii) the release of any
security held by the Administrative Agent or any other Secured Party for the Obligations or any of
them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the
Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary
the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law
or equity (other than to the extent of any payment in full in cash of all of the Obligations).
Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment
and performance of the Obligations, to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order and manner of any
sale thereof in their sole discretion or to release or substitute any one or more other guarantors
or obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder.



     (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than to the extent of any payment in full
in cash of all the Obligations. The Administrative Agent and the other Secured Parties may, at
their election, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Obligations, make any other accommodation with the Borrower or any other
Loan Party or exercise any other right or remedy available to them against the Borrower or any
other Loan Party, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Obligations have been paid in full in cash. To the fullest
extent permitted by applicable law, each Guarantor waives any defense arising out of any such
election even though such election would otherwise operate, pursuant to applicable law, to impair
or to extinguish any right of reimbursement or subrogation or other right or remedy of such
Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.



     SECTION 2.04 Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time



5









 







payment, or any part
thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent
or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan
Party or otherwise.



     SECTION 2.05 Agreement To Pay; Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any other Secured Party has at law
or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other
Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable
Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any
sums to the Administrative Agent as provided above, all rights of such Guarantor against the
Borrower or any other Guarantor arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.



     SECTION 2.06 Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and
of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Administrative Agent or the other Secured Parties will have any duty to advise such
Guarantor of information known to it or any of them regarding such circumstances or risks.



     SECTION 2.07 Limitation on Guarantees. All waivers and agreements under this Article II are
made by each Guarantor in its capacity as a guarantor of the Obligations, and do not apply to any
rights any Guarantor may hold directly by virtue of its status as a Borrower or as a Grantor,
subject to any waivers or agreements given in its capacity as a Borrower or Grantor, as applicable.



ARTICLE III




Pledge of Securities




     SECTION 3.01 Pledge. As security for the payment or performance, as the case may be, in full
of the Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the
Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a
security interest in, all of such Grantor’s right, title and interest in, to and under (a) the
shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any
other Equity Interests of any Subsidiary obtained in the future by such Grantor and the
certificates representing all such Equity Interests (the “Pledged Stock”); provided that the
Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests
of any Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on
Schedule II, (ii) any debt securities in the future issued to such Grantor by the Borrower or any
Subsidiary and (iii) the promissory notes and any other instruments, if any, evidencing such
debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to
and



6









 







held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to
Section 3.06, all payments of principal or interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of, and all other Proceeds received in respect of, the securities
referred to in clauses (a) and (b) above; (e) subject to Section 3.06, all rights and privileges of
such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c)
and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a)
through (f) above being collectively referred to as the “Pledged Collateral”).



     Notwithstanding the foregoing, the term “Pledged Collateral” shall not include any Excluded
Borrower Stock.



     TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however,
to the terms, covenants and conditions hereinafter set forth.



     SECTION 3.02 Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver
or cause to be delivered to the Administrative Agent any and all Pledged Securities.



     (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied
by stock powers duly executed in blank or other instruments of transfer satisfactory to the
Administrative Agent and by such other instruments and documents as the Administrative Agent may
reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be
accompanied by proper instruments of assignment duly executed by the applicable Grantor and such
other instruments or documents as the Administrative Agent may reasonably request. Each delivery
of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule
shall be attached hereto as a supplement to Schedule II and made a part hereof; provided that
failure to attach any such schedule hereto shall not affect the validity of such pledge of such
Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.



     SECTION 3.03 Representations, Warranties and Covenants. The Grantors jointly and severally
represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of
the Secured Parties, that:



     (a) Schedule II correctly sets forth the percentage of the issued and outstanding shares of
each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and
includes all Equity Interests, debt securities and promissory notes required to be pledged
hereunder in order to satisfy the Collateral and Guarantee Requirement;



     (b) the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and
issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid
and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and
binding obligations of the issuers thereof;



7









 





     (c) except for the security interests granted hereunder, each of the Grantors (i) is and,
subject to any transfers made in compliance with the Credit Agreement, will continue to be the
direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as
owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by
this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement,
(iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist
any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this
Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, and
(iv) will defend its title or interest hereto or therein against any and all Liens (other than the
Liens created by this Agreement and Permitted Encumbrances) however arising, of all Persons;



     (d) except for restrictions and limitations imposed by (i) the Loan Documents or securities
laws generally and (ii) Liens permitted by the Credit Agreement, the Pledged Collateral is and will
continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be
subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions
or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the
pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the
exercise by the Administrative Agent of rights and remedies hereunder;



     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged
by it hereunder in the manner hereby done or contemplated;



     (f) no consent or approval of any Governmental Authority, any securities exchange or any other
Person was or is necessary to the validity of the pledge effected hereby (other than such as have
been obtained and are in full force and effect);



     (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any
Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the
Administrative Agent will obtain a legal, valid and perfected first priority lien upon and security
interest in such Pledged Securities as security for the payment and performance of the Obligations;
and



     (h) the pledge effected hereby is effective to vest in the Administrative Agent, for the
ratable benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged
Collateral as set forth herein.



     SECTION 3.04 Certification of Limited Liability Company and Limited Partnership Interests.
Each interest in any limited liability company or limited partnership controlled by any Grantor and
pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning
of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.



     SECTION 3.05 Registration in Nominee Name; Denominations. The Administrative Agent, on behalf
of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the
Pledged Securities in its own name as pledgee, the name of its



8









 







nominee (as pledgee or as sub-agent)
or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the
Administrative Agent. Each Grantor will promptly give to the Administrative Agent copies of any
notices or other communications received by it with respect to Pledged Securities registered in the
name of such Grantor. The Administrative Agent shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or larger denominations
for any purpose consistent with this Agreement.



     SECTION 3.06 Voting Rights. Dividends and Interest (a) Unless and until an Event of Default
shall have occurred and be continuing and the Administrative Agent shall have notified the Grantors
that their rights under this Section are being suspended:




     (i) Each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms of this Agreement, the Credit Agreement and the
other Loan Documents; provided that (except with respect to the Pledged Securities, if any,
set forth on Schedule 8 to the Perfection Certificate as of the Effective Date) such rights
and powers shall not be exercised in any manner that could materially and adversely affect
the rights inuring to a holder of any Pledged Securities or the rights and remedies of any
of the Administrative Agent or the other Secured Parties under this Agreement or the Credit
Agreement or any other Loan Document or the ability of the Secured Parties to exercise the
same.




     (ii) The Administrative Agent shall execute and deliver to each Grantor, or cause to be
executed and delivered to such Grantor, all such proxies, powers of attorney and other
instruments as such Grantor may reasonably request for the purpose of enabling such Grantor
to exercise the voting and/or consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.




     (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged
Securities to the extent and only to the extent that such dividends, interest, principal and
other distributions are permitted by, and otherwise paid or distributed in accordance with,
the terms and conditions of the Credit Agreement, the other Loan Documents and applicable
laws; provided that any noncash dividends, interest, principal or other distributions that
would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a
subdivision, combination or reclassification of the outstanding Equity Interests of the
issuer of any Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition
or other exchange of assets to which such issuer may be a party or otherwise, shall be and
become part of the Pledged Collateral, and, if received by any Grantor, shall not be
commingled by such Grantor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of the Administrative
Agent and shall be forthwith delivered to the Administrative Agent in the same form as so
received (with any necessary endorsement).



     (b) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under



9









 







paragraph (a)(iii) of this Section 3.06, all rights of any Grantor to dividends, interest,
principal or other distributions that such Grantor is authorized to receive pursuant to paragraph
(a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and
retain such dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Grantor contrary to the provisions of this Section
3.06 shall be held in trust for the benefit of the Administrative Agent, shall be segregated from
other property or funds of such Grantor and shall be forthwith delivered to the Administrative
Agent upon demand in the same form as so received (with any necessary endorsement). Any and all
money and other property paid over to or received by the Administrative Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be
established by the Administrative Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 5.02. After all Events of Default have been
cured or waived and the applicable Grantor or Grantors have delivered to the Administrative Agent
certificates to that effect, the Administrative Agent shall repay to each Grantor (without
interest) all dividends, interest, principal or other distributions that such Grantor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06
and that remain in such account.



     (c) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under
paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and
consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 3.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this
Section 3.06, shall cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to exercise such voting and
consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the
Administrative Agent shall have the right from time to time following and during the continuance of
an Event of Default to permit the Grantors to exercise such rights.



     (d) Any notice given by the Administrative Agent to the Grantors suspending their rights under
paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given to one or more of the Grantors at the same or different times and (iii) may
suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without
suspending all such rights (as specified by the Administrative Agent in its sole and absolute
discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give
additional notices from time to time suspending other rights so long as an Event of Default has
occurred and is continuing.



ARTICLE IV




Security Interests in Personal Property




     SECTION 4.01 Security Interest. (a) As security for the payment or performance, as the case
may be, in full of the Obligations, each Grantor hereby pledges and grants to the
Administrative Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable
benefit



10









 







of the Secured Parties, a security interest (the “Security Interest”) in all right, title
or interest in or to any and all of the following assets and properties now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Article 9 Collateral”):




     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Deposit Accounts;




     (iv) all Documents;




     (v) all Equipment;




     (vi) all General Intangibles;




     (vii) all Instruments;




     (viii) all Inventory;




     (ix) all Investment Property;




     (x) all Fixtures;




     (xi) Letter-of-credit rights;




     (xii) all books and records pertaining to the Article 9 Collateral; and




     (xiii) to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all collateral security and guarantees given by any Person with respect
to any of the foregoing.


Notwithstanding the foregoing, the term “Article 9 Collateral” shall not include (i) any Investment
Property consisting of issued and outstanding voting Equity Interests of any Foreign Subsidiary to
the extent exceeding 65% of such voting Equity Interests of such Foreign Subsidiary, (ii) any
Excluded Borrower Stock, or (iii) any Equity Interest of Cumulus Media Partners, LLC.




     (b) Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from
time to time to file in any relevant jurisdiction any initial financing statements (including
fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments
thereto (i) indicate the Collateral as all assets of such Grantor or words of similar effect as
being of an equal or lesser scope or with greater detail, and (ii) contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment, including (a) whether such Grantor is an
organization, the type of organization and any organizational identification number issued to
such Grantor and (b) in the case of a financing statement filed as a fixture filing or covering



11









 







Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a
sufficient description of the real property to which such Article 9 Collateral relates. Each
Grantor agrees to provide such information to the Administrative Agent promptly upon request.



     Each Grantor also ratifies its authorization for the Administrative Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the
date hereof.



     The Administrative Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar office
in any other country) such documents as may be necessary or advisable for the purpose of
perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors
and the Administrative Agent as secured party.



     (c) The Security Interest is granted as security only and shall not subject the Administrative
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.



     SECTION 4.02 Representations and Warranties. The Grantors jointly and severally represent and
warrant to the Administrative Agent and the Secured Parties that:



     (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with
respect to which it has purported to grant a Security Interest hereunder and has full power and
authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other Person other than any consent or
approval that has been obtained.



     (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Grantor, is correct and
complete as of the Effective Date. The Uniform Commercial Code financing statements (including
fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared
by the Administrative Agent based upon the information provided to the Administrative Agent in the
Perfection Certificate for filing in each governmental, municipal or other office specified in
Schedule 5 to the Perfection Certificate (or specified by notice from the Borrower to the
Administrative Agent after the Effective Date in the case of filings, recordings or registrations
required by Section 5.03(a) or 5.12 of the Credit Agreement), which are all the filings, recordings
and registrations (other than filings required to be made in the United States Patent and Trademark
Office and the United States Copyright Office in order to perfect the Security Interest in Article
9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to
publish notice of and protect the validity of and to establish a legal, valid and perfected
security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in
respect of all Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such jurisdiction,
except



12









 







as provided under applicable law with respect to the filing of continuation statements.
Each Grantor represents and warrants that a fully executed agreement in the form hereof and
containing a description of all Article 9 Collateral consisting of Intellectual Property with
respect to United States Patents and United States registered Trademarks (and Trademarks for which
United States registration applications are pending) and United States registered Copyrights has
been delivered to the Administrative Agent for recording by the United States Patent and Trademark
Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C.
Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, to protect
the validity of and to establish a legal, valid and perfected security interest in favor of the
Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9
Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be
perfected by filing, recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary (other than such actions as are
necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of
Patents, Trademarks and Copyrights (or registration or application for registration thereof)
acquired or developed after the date hereof).



     (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the
filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in
which a security interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States (or any political subdivision thereof) and its
territories and possessions pursuant to the Uniform Commercial Code and (iii) a security interest
that shall be perfected in all Article 9 Collateral in which a security interest may be perfected
upon the receipt and recording of this Agreement with the United States Patent and Trademark Office
and the United States Copyright Office, as applicable. The Security Interest is and shall be prior
to any other Lien on any of the Article 9 Collateral, other than Permitted Encumbrances that have
priority as a matter of law and Liens expressly permitted to be prior to the Security Interest
pursuant to clause (c), (d) or (e) of Section 6.02 of the Credit Agreement, as applicable.



     (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, other than
Permitted Encumbrances and Liens expressly permitted pursuant to clause (c), (d) or (e) of Section
6.02 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any
financing statement or analogous document under the Uniform Commercial Code or any other applicable
laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with
the United States Patent and Trademark Office or the United States Copyright Office or (iii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or
similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or
other office, which financing statement or analogous document, assignment, security agreement or
similar instrument is still in effect, except, in each case, for Permitted Encumbrances and Liens
expressly permitted pursuant to clause (c), (d) or (e) of
Section 6.02 of the Credit Agreement. None of the Grantors hold any commercial tort claim as
of the Effective Date except as indicated on the Perfection Certificate.



13









 





     SECTION 4.03 Covenants. (a) Each Grantor agrees to maintain, at its own cost and expense,
such complete and accurate records with respect to the Article 9 Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and standard practices
used in industries that are the same as or similar to those in which such Grantor is engaged, but
in any event to include complete accounting records indicating all payments and proceeds received
with respect to any part of the Article 9 Collateral, and, at such time or times as the
Administrative Agent may reasonably request, promptly to prepare and deliver to the Administrative
Agent a duly certified schedule or schedules in form and detail satisfactory to the Administrative
Agent showing the identity, amount and location of any and all Article 9 Collateral.



     (b) Each Grantor shall, at its own expense, take any and all actions necessary to defend title
to the Article 9 Collateral against all Persons and to defend the Security Interest of the
Administrative Agent in the Article 9 Collateral and the priority thereof against any Lien not
expressly permitted pursuant to clause (c), (d) or (e) of Section 6.02 of the Credit Agreement.



     (c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be
duly filed all such further instruments and documents and take all such actions as the
Administrative Agent may from time to time request to better assure, preserve, protect and perfect
the Security Interest and the rights and remedies created hereby, including the payment of any fees
and taxes required in connection with the execution and delivery of this Agreement, the granting of
the Security Interest and the filing of any financing statements (including fixture filings) or
other documents in connection herewith or therewith. If any amount payable under or in connection
with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other
instrument, such note or instrument (except as of the Effective Date, those notes or instruments
set forth on Schedule 8 to the Perfection Certificate) shall be immediately pledged and delivered
to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent.
Notwithstanding any provision herein to the contrary, the Grantors shall have 30 days from the
Agreement Date to deliver Schedule III to this Agreement and Schedules 10(A) and 10(B) of the
Perfection Certificate; provided that (i) the failure to deliver such schedules shall constitute an
Event of Default and (ii) such schedules shall contain all Intellectual Property of each Grantor
(except for Intellectual Property which, both individually and in the aggregate, does not have any
material value).



     Without limiting the generality of the foregoing, each Grantor hereby authorizes the
Administrative Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by
supplementing Schedule III or adding additional schedules hereto to specifically identify any asset
or item that constitutes Copyrights, Licenses, Patents or Trademarks; provided that any Grantor
shall have the right, exercisable within 10 days after it has been notified by the Administrative
Agent of the specific identification of such Collateral, to advise the Administrative Agent in
writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with
respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable best
efforts to take such action as shall be necessary in order that all representations and warranties
hereunder shall be true and correct with respect to such Article 9
Collateral within 30 days after the date it has been notified by the Administrative Agent of
the specific identification of such Article 9 Collateral.



14









 





     (d) The Administrative Agent and such Persons as the Administrative Agent may reasonably
designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9
Collateral, all records related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Article 9 Collateral is located, to discuss the Grantors’ affairs
with the officers of the Grantors and their independent accountants and to verify under reasonable
procedures, in accordance with Section 5.03 of the Credit Agreement, the validity, amount, quality,
quantity, value, condition and status of, or any other matter relating to, the Article 9
Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any
third person and to the extent that a Default or Event of Default has occurred and is continuing,
by contacting Account Debtors or the third person possessing such Article 9 Collateral for the
purpose of making such a verification. The Administrative Agent shall have the absolute right to
share any information it gains from such inspection or verification with any Secured Party.



     (e) At its option, the Administrative Agent may discharge past due taxes, assessments,
charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the
Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so
as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally
agrees to reimburse the Administrative Agent promptly on demand for any payment made or any expense
incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however,
that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform,
any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees,
Liens, security interests or other encumbrances and maintenance as set forth herein or in the other
Loan Documents.



     (f) If at any time any Grantor shall take a security interest in any property of an Account
Debtor or any other Person to secure payment and performance of an Account, such Grantor shall
promptly assign such security interest to the Administrative Agent. Such assignment need not be
filed of public record unless necessary to continue the perfected status of the security interest
against creditors of and transferees from the Account Debtor or other Person granting the security
interest.



     (g) Each Grantor shall remain liable to observe and perform all the conditions and obligations
to be observed and performed by it under each contract, agreement or instrument relating to the
Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor
jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the
Secured Parties from and against any and all liability for such performance.



     (h) None of the Grantors shall make or permit to be made an assignment, pledge or
hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9
Collateral, except as permitted by the Credit Agreement. None of the Grantors shall make or permit
to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all
times in possession of the Article 9 Collateral owned by it, except that (i) Inventory may be
sold in the ordinary course of business or as otherwise permitted by the Credit Agreement and (ii)
unless and until the Administrative Agent shall notify the Grantors that an Event of Default shall



15









 







have occurred and be continuing and that during the continuance thereof the Grantors shall not
sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (which
notice may be given by telephone if promptly confirmed in writing), the Grantors may use and
dispose of the Article 9 Collateral in any lawful manner not inconsistent with the provisions of
this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality
of the foregoing, each Grantor agrees that it shall not permit any Inventory to be in the
possession or control of any warehouseman, bailee, agent or processor at any time unless such
warehouseman, bailee, agent or processor shall have been notified of the Security Interest and
shall have acknowledged in writing, in form and substance satisfactory to the Administrative Agent,
that such bailee or processor holds the Inventory for the benefit of the Administrative Agent
subject to the Security Interest and shall act upon the instructions of the Administrative Agent
without further consent from the Grantor, and that such warehouseman, bailee, agent or processor
further agrees to waive and release any Lien held by it with respect to such Inventory, whether
arising by operation of law or otherwise.



     (i) None of the Grantors will, without the Administrative Agent’s prior written consent, grant
any extension of the time of payment of any Accounts included in the Article 9 Collateral,
compromise, compound or settle the same for less than the full amount thereof, release, wholly or
partly, any Person liable for the payment thereof or allow any credit or discount whatsoever
thereon, other than extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business and consistent with its current practices and in accordance with
such prudent and standard practice used in industries that are the same as or similar to those in
which such Grantor is engaged or extensions, credits, discounts, compromises, settlements or
forgiveness granted in connection with the Article 9 Collateral set forth on Schedule 8 to the
Perfection Certificate as of the Effective Date.



     (j) The Grantors, at their own expense, shall maintain or cause to be maintained insurance
covering physical loss or damage to the Inventory and Equipment in accordance with the requirements
set forth in Schedule IV hereto and Section 5.07 of the Credit Agreement. Each Grantor irrevocably
makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents
designated by the Administrative Agent) as such Grantor’s true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Article 9 Collateral under policies of insurance,
endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the
proceeds of such policies of insurance and for making all determinations and decisions with respect
thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any
of the policies of insurance required hereby or to pay any premium in whole or part relating
thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of
the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such
policies of insurance and pay such premium and take any other actions with respect thereto as the
Administrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection
with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the Administrative Agent and
shall be additional Obligations secured hereby.



16









 





     (k) Each Grantor shall maintain, in form and manner reasonably satisfactory to the
Administrative Agent, records of its Chattel Paper and its books, records and documents evidencing
or pertaining thereto.



     SECTION 4.04 Other Actions. In order to further insure the attachment, perfection and
priority of, and the ability of the Administrative Agent to enforce, the Security Interest, each
Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with
respect to the following Article 9 Collateral:



     (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments, such
Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent,
accompanied by such instruments of transfer or assignment duly executed in blank as the
Administrative Agent may from time to time reasonably request.



     (b) Deposit Accounts. For each deposit account that any Grantor at any time opens or
maintains, such Grantor shall, upon the occurrence and continuance of an Event of Default, promptly
after a request by the Administrative Agent or the Required Lenders therefor, either (i) cause the
depositary bank to agree to comply at any time with instructions from the Administrative Agent to
such depositary bank directing the disposition of funds from time to time credited to such deposit
account, without further consent of such Grantor or any other Person, pursuant to an agreement in a
form satisfactory to the Administrative Agent, or (ii) arrange for the Administrative Agent to
become the customer of the depositary bank with respect to the deposit account, with the Grantor
being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw
funds from such deposit account. The Administrative Agent agrees with each Grantor that the
Administrative Agent shall not give any such instructions or withhold any withdrawal rights from
any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to
any withdrawal, would occur. The provisions of this paragraph shall not apply to (A) any deposit
account for which any Grantor, the depositary bank and the Administrative Agent have entered into a
cash collateral agreement specially negotiated among such Grantor, the depositary bank and the
Administrative Agent for the specific purpose set forth therein, or (B) deposit accounts for which
the Administrative Agent is the depositary.



     (c) Investment Property. Except to the extent otherwise provided in Article III, if any
Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith
endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments
of transfer or assignment duly executed in blank as the Administrative Agent may from time to time
specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are
issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall
immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and
option, pursuant to an agreement in form and substance reasonably satisfactory to the
Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the
Administrative Agent as to such securities, without further consent of any Grantor or such nominee,
or (ii) arrange for the Administrative Agent to become the registered owner of the securities. If
any securities, whether certificated or uncertificated, or other investment property now or
hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities
intermediary or commodity intermediary, such Grantor shall



17









 







immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request
and option, pursuant to an agreement in form and substance reasonably satisfactory to the
Administrative Agent, either (i) cause such securities intermediary or (as the case may be)
commodity intermediary to agree to comply with entitlement orders or other instructions from the
Administrative Agent to such securities intermediary as to such security entitlements, or (as the
case may be) to apply any value distributed on account of any commodity contract as directed by the
Administrative Agent to such commodity intermediary, in each case without further consent of any
Grantor or such nominee, or (ii) in the case of Financial Assets or other Investment Property held
through a securities intermediary, arrange for the Administrative Agent to become the entitlement
holder with respect to such investment property, with the Grantor being permitted, only with the
consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such
investment property. The Administrative Agent agrees with each of the Grantors that the
Administrative Agent shall not give any such entitlement orders or instructions or directions to
any such issuer, securities intermediary or commodity intermediary, and shall not withhold its
consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of
Default has occurred and is continuing, or, after giving effect to any such investment and
withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial
assets credited to a securities account for which (A) the Administrative Agent is the securities
intermediary or (B) unless an Event of Default has occurred and is continuing, the aggregate value
of the financial assets in such securities account is less than $5,000,000.



     (d) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or
acquires an interest in any electronic chattel paper or any “transferable record”, as that term is
defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or
in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction,
such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the
Administrative Agent, shall take such action as the Administrative Agent may reasonably request to
vest in the Administrative Agent control under New York UCC Section 9-105 of such electronic
chattel paper or under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in
effect in such jurisdiction. The Administrative Agent agrees with such Grantor that the
Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the
Administrative Agent and so long as such procedures will not result in the Administrative Agent’s
loss of control, for the Grantor to make alterations to the electronic Chattel Paper or
transferable record permitted under New York UCC Section 9-105 or, as the case may be, Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the
Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless
an Event of Default has occurred and is continuing or would occur after taking into account any
action by such Grantor with respect to such electronic chattel paper or transferable record.



     (e) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of
credit now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the
Administrative Agent thereof and, at the request and option of the Administrative Agent, such
Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the
Administrative Agent, either (i) arrange for the issuer and any confirmer of such letter of credit



18









 







to consent to an assignment to the Administrative Agent of the proceeds of any drawing under
the letter of credit or (ii) arrange for the Administrative Agent to become the transferee
beneficiary of the letter of credit, with the Administrative Agent agreeing, in each case, that the
proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless
an Event of Default has occurred or is continuing.



     (f) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a commercial
tort claim in an amount reasonably estimated to exceed $5,000,000, the Grantor shall promptly
notify the Administrative Agent thereof in a writing signed by such Grantor including a summary
description of such claim and grant to the Administrative Agent in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Administrative Agent.



     SECTION 4.05 Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor
agrees that it will not, and will not permit any of its licensees to, do any act, or omit do to any
act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act
as omitting to do any act), whereby any Patent that is material to the conduct of such Grantor’s
business becomes invalidated or dedicated to the public, and agrees that it shall continue to mark
any products covered by a Patent with the relevant patent number as necessary and sufficient to
establish and preserve its rights under applicable patent laws.



     (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full
force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark with notice of
Federal or foreign registration to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of
such Trademark in violation of any third party rights.



     (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the
work with appropriate copyright notice as necessary and sufficient to establish and preserve its
maximum rights under applicable copyright laws.



     (d) Each Grantor shall notify the Administrative Agent promptly if it knows or has reason to
know that any Patent, Trademark or Copyright material to the conduct of its business may become
abandoned, lost or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, United States Copyright Office or any
court or similar office of any country) regarding such Grantor’s ownership of any such Patent,
Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.



     (e) In no event shall any Grantor, either itself or through any agent, employee, licensee or
designee, file an application for any Patent, Trademark or Copyright (or for the registration of
any Trademark or Copyright) with the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the United



19









 







States or in any other country or any political subdivision thereof, unless it promptly
informs the Administrative Agent thereof, and, upon request of the Administrative Agent, executes
and delivers any and all agreements, instruments, documents and papers as the Administrative Agent
may reasonably request to evidence the Administrative Agent’s security interest in such Patent,
Trademark or Copyright, and each Grantor hereby appoints the Administrative Agent as its
attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed; such power, being coupled with an interest, is
irrevocable.



     (f) Each Grantor will take all necessary steps that are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States or in any other country or
any political subdivision thereof, to maintain and pursue each material application relating to the
Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to
maintain each issued Patent and each registration of the Trademarks and Copyrights that is material
to the conduct of any Grantor’s business, including timely filings of applications for renewal,
affidavits of use, affidavits of incontestability and payment of maintenance fees, and, consistent
with good business judgment, to initiate opposition, interference and cancellation proceedings
against third parties.



     (g) In the event that any Grantor has reason to believe that any Article 9 Collateral
consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business
has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor
promptly shall notify the Administrative Agent and shall, if consistent with good business
judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all
damages for such infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Article 9 Collateral.



     (h) Upon and during the continuance of an Event of Default, each Grantor shall use its
commercially reasonable best efforts to obtain all requisite consents or approvals by the licensor
of each Copyright License, Patent License or Trademark License to effect the assignment of all such
Grantor’s right, title and interest thereunder to the Administrative Agent or its designee.



ARTICLE V




Remedies




     SECTION 5.01 Remedies Upon Default. Upon the occurrence and during the continuance of an
Event of Default, each Grantor agrees to deliver each item of Collateral to the Administrative
Agent on demand, and it is agreed that the Administrative Agent shall have the right to take any of
or all the following actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become
an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable
Grantors to the Administrative Agent, or to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral
throughout the world on such terms and conditions and in such manner



20









 




as the Administrative Agent shall determine (other than in violation of any then-existing
licensing arrangements to the extent that waivers thereof cannot be obtained), and (b) with or
without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and without liability for trespass to enter any premises
where the Article 9 Collateral may be located for the purpose of taking possession of or removing
the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party
under the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the
mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public or private sale or at any broker’s board or on any securities exchange, for
cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The
Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment and not with a view to
the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of the Collateral shall hold the property sold
absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor
now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted.




     The Administrative Agent shall give the applicable Grantors 10 days’ written notice (which
each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or
its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a 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 Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral , or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The
Administrative Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such Collateral shall have
been given. The Administrative Agent 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 sale, and such sale may, without further notice, be made at the time and place to
which the same was so adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent
until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again
upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant
to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law)
from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said
rights being also hereby waived and released to the extent permitted by law),



21









 







the Collateral or any part thereof offered for sale and may (with the consent of the
Administrative Agent) make payment on account thereof by using any Obligation then due and payable
to such Secured Party from any Grantor as a credit against the purchase price, and such Secured
Party may, upon compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to any Grantor therefor. For purposes hereof, a written agreement
to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Administrative Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.



     SECTION 5.02 Application of Proceeds. The Administrative Agent shall apply the proceeds of
any collection or sale of Collateral, including any Collateral consisting of cash, as follows:




     FIRST, to the payment of all costs and expenses incurred by the Administrative Agent in
connection with such collection or sale or otherwise in connection with this Agreement, any
other Loan Document or any of the Obligations, including all court costs and the reasonable
fees and expenses of its agents and legal counsel, the repayment of all advances made by the
Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and
any other costs or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Loan Document;




     SECOND, to the payment in full of the Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the
Obligations owed to them on the date of any such distribution); and




     THIRD, to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.



     The Administrative Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral
by the Administrative Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.



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     SECTION 5.03 Grant of License to Use Intellectual Property. For the purpose of enabling the
Administrative Agent to exercise rights and remedies under this Agreement at such time as the
Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor
hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the
Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof. The use of such license by the
Administrative Agent may be exercised, at the option of the Administrative Agent, upon the
occurrence and during the continuation of an Event of Default; provided that any license,
sublicense or other transaction entered into by the Administrative Agent in accordance herewith
shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.



     SECTION 5.04 Securities Act. In view of the position of the Grantors in relation to the
Pledged Collateral, or because of other current or future circumstances, a question may arise under
the Securities Laws with respect to any disposition of the Pledged Collateral permitted hereunder.
Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit
the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to
dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or
the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent
in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or
other state securities laws or similar laws analogous in purpose or effect. Each Grantor
recognizes that in light of such restrictions and limitations the Administrative Agent may, with
respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among
other things, to acquire such Pledged Collateral for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in
light of such restrictions and limitations, the Administrative Agent, in its sole and absolute
discretion (a) may proceed to make such a sale whether or not a registration statement for the
purpose of registering such Pledged Collateral or part thereof shall have been filed under the
Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a public sale without such
restrictions. In the event of any such sale, the Administrative Agent shall incur no
responsibility or liability for selling all or any part of the Pledged Collateral at a price that
the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially higher price might
have been realized if the sale were deferred until after registration as aforesaid or if more than
a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding
the existence of a public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Administrative Agent sells.



23









 





ARTICLE VI




Indemnity, Subrogation and Subordination




     SECTION 6.01 Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the
Borrower agrees that (a) in the event a payment of an Obligation shall be made by any Guarantor
under this Agreement in respect of any Obligation, the Borrower shall indemnify such Guarantor for
the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person
to whom such payment shall have been made to the extent of such payment and (b) in the event any
assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to
satisfy in whole or in part an Obligation, the Borrower shall indemnify such Guarantor in an amount
equal to the greater of the book value or the fair market value of the assets so sold.



     SECTION 6.02 Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees
(subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor
hereunder in respect of any Obligation or assets of any other Guarantor shall be sold pursuant to
any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor
(the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in
Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal
to the amount of such payment or the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming
Guarantor under Section 6.01 to the extent of such payment.



     SECTION 6.03 Subordination. (a) Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the
part of the Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or
any other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each
Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.



     (b) Each of the Guarantors hereby agrees that all Indebtedness and other monetary obligations
owed by it to any other Guarantor or any Subsidiary shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations.



ARTICLE VII




Miscellaneous




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     SECTION 7.01 Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it
in care of the Borrower as provided in Section 9.01 of the Credit Agreement.



     SECTION 7.02 Security Interest Absolute. All rights of the Administrative Agent hereunder,
the Security Interest, the grant of a security interest in the Pledged Collateral and all
obligations of each Grantor and Guarantor hereunder shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any agreement with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or any other agreement
or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the
Obligations or this Agreement.



     SECTION 7.03 Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any Lender or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended under the Credit
Agreement, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated.



     SECTION 7.04 Binding Effect; Several Agreement. This Agreement shall become effective as to
any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated by this Agreement or
the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified, supplemented, waived or released with respect to any
Loan Party without the approval of any other Loan Party and without affecting the obligations of
any other Loan Party hereunder.



25









 





     SECTION 7.05 Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of any Grantor or the
Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.



     SECTION 7.06 Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties
hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses
incurred hereunder as provided in Section 9.03 of the Credit Agreement.



     (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Grantor jointly and severally agrees to indemnify the Administrative Agent and the other
Indemnitees (as defined in Section 9.03 of the Credit Agreement) 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, the execution, delivery or
performance of this Agreement or any claim, litigation, investigation or proceeding relating
hereto, or to the Collateral, whether or not 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 wilful misconduct of
such Indemnitee.



     (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or
any other Secured Party. All amounts due under this Section 7.06 shall be payable on written
demand therefor.



     SECTION 7.07 Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints
the Administrative Agent the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the
Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, the Administrative Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in the Administrative
Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and
all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Article 9 Collateral; (c) to ask for, demand, sue
for, collect, receive and give acquittance for any and all moneys due or to become due under and by
virtue of any Pledged Collateral; (d) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Article 9 Collateral; (e) to send verifications of Accounts
Receivable to any Account Debtor; (f) to commence and



26









 







prosecute any and all suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to
enforce any rights in respect of any Collateral; (g) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative
Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the Administrative
Agent were the absolute owner of the Collateral for all purposes; provided, that nothing herein
contained shall be construed as requiring or obligating the Administrative Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment received by the
Administrative Agent, or to present or file any claim or notice, or to take any action with respect
to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Administrative Agent and the other Secured Parties shall be
accountable only for amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct.



     SECTION 7.08 APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     SECTION 7.09 Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or demand in similar
or other circumstances.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement.



27









 





     SECTION 7.10 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, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (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.



     SECTION 7.11 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.



     SECTION 7.12 Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute a single contract
(subject to Section 7.04), and shall become effective as provided in Section 7.04. Delivery of an
executed signature page to this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.



     SECTION 7.13 Headings. Article and Section headings used herein are for the purpose of
reference only, are not part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement.



     SECTION 7.14 Jurisdiction; Consent to Service of Process. (a) Each of the Loan Parties 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 any Loan 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 such New York State 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 or any other Loan Document shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any Grantor or
Guarantor or its properties in the courts of any jurisdiction.



28









 





     (b) Each of the Loan Parties 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 other Loan Document in any court referred to in paragraph (a) of this Section. 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.



     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.



     SECTION 7.15 Termination or Release. (a) This Agreement, the Guarantees made herein, the
Security Interest and all other security interests granted hereby shall terminate when all the Loan
Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment
to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank
has no further obligations to issue Letters of Credit under the Credit Agreement.



     (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the
Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon
the consummation of any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders
shall have consented to such transaction (to the extent required by the Credit Agreement) and the
terms of such consent did not provide otherwise.



     (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement to any Person that is not a Grantor, or, upon the effectiveness of any written
consent to the release of the security interest granted hereby in any Collateral pursuant to
Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be
automatically released.



     (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the
Administrative Agent shall execute and deliver to any Grantor at such Grantor’s expense, all
documents that such Grantor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or
warranty by the Administrative Agent.



     SECTION 7.16 Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, each
Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit
Agreement is required to enter in this Agreement as a Subsidiary Party. Upon execution and
delivery by the Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I
hereto, such Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as
if originally named as a Subsidiary Party herein. The execution and delivery of any such
instrument shall not require the consent of any other Loan Party hereunder.



29









 





The rights and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement.



     SECTION 7.17 Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Subsidiary Party against any of
and all the obligations of such Subsidiary Party now or hereafter existing under this agreement
owed to such Lender, irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other rights of setoff) which
such Lender may have.



30









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 	 	 
	 	 	CUMULUS MEDIA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin R. Gausvik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Martin R. Gausvik	 	 
	 	 	Title: Executive Vice President, Treasurer and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CUMULUS BROADCASTING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin R. Gausvik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Martin R. Gausvik	 	 
	 	 	Title: Executive Vice President, Treasurer and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CUMULUS LICENSING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin R. Gausvik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Martin R. Gausvik	 	 
	 	 	Title: Executive Vice President, Treasurer and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
















 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher T. Ray	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Christopher T. Ray	 	 
	 	 	Title: Vice President	 	 

















 





SCHEDULE
I
to the Guarantee and
Collateral Agreement



SUBSIDIARY
PARTIES




Cumulus
Broadcasting LLC
Cumulus Licensing LLC