EX-10.3 SECURITY AGREEMENT



 





EXHIBIT 10.3




 





SECURITY AGREEMENT




dated as of




May 5, 2006




among




CMP SUSQUEHANNA RADIO HOLDINGS CORP.,




CMP SUSQUEHANNA CORP.,




THE SUBSIDIARIES OF CMP SUSQUEHANNA CORP.

IDENTIFIED HEREIN




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent




 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Credit Agreement
	 	 	1	 
	Section 1.02. Other Defined Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II Pledge of Securities
	 	 	3	 
	 
	 	 	 	 
	Section 2.01. Pledge
	 	 	3	 
	Section 2.02. Delivery of the Pledged Collateral
	 	 	4	 
	Section 2.03. Representations, Warranties and Covenants
	 	 	5	 
	Section 2.04. Certification of Limited Liability Company and Limited Partnership Interests
	 	 	6	 
	Section 2.05. Registration in Nominee Name; Denominations
	 	 	6	 
	Section 2.06. Voting Rights; Dividends and Interest
	 	 	6	 
	Section 2.07. Collateral Agent Not a Partner or Limited Liability Company Member
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III Security Interests in Personal Property
	 	 	9	 
	 
	 	 	 	 
	Section 3.01. Security Interest
	 	 	9	 
	Section 3.02. Representations and Warranties
	 	 	11	 
	Section 3.03. Covenants
	 	 	12	 
	Section 3.04. Other Actions
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV Remedies
	 	 	15	 
	 
	 	 	 	 
	Section 4.01. Remedies Upon Default
	 	 	15	 
	Section 4.02. Application of Proceeds
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V Indemnity, Subrogation and Subordination
	 	 	17	 
	 
	 	 	 	 
	Section 5.01. Indemnity
	 	 	17	 
	Section 5.02. Contribution and Subrogation
	 	 	18	 
	Section 5.03. Subordination
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI Miscellaneous
	 	 	19	 
	 
	 	 	 	 
	Section 6.01. Notices
	 	 	19	 
	Section 6.02. Waivers; Amendment
	 	 	19	 
	Section 6.03. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	20	 
	Section 6.04. Successors and Assigns
	 	 	20	 
	Section 6.05. Survival of Agreement
	 	 	20	 
	Section 6.06. Counterparts; Effectiveness; Several Agreement
	 	 	21	 
	Section 6.07. Severability
	 	 	21	 
	Section 6.08. Right of Set-Off
	 	 	21	 
	Section 6.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	22	 
	Section 6.10. WAIVER OF JURY TRIAL
	 	 	22	 
	Section 6.11. Headings
	 	 	23	 
	Section 6.12. Security Interest Absolute
	 	 	23	 
	Section 6.13. Termination or Release
	 	 	23	 






(i) 









 





Table of Contents
(continued)





	 	 	 	 	 
	 	 	Page
	Section 6.14. Additional Restricted Subsidiaries
	 	 	24	 
	Section 6.15. Collateral Agent Appointed Attorney-in-Fact
	 	 	24	 
	Section 6.16. General Authority of the Collateral Agent
	 	 	25	 
	Section 6.17. Recourse; Limited Obligations
	 	 	25	 






	 	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I

	 	-
	 	Subsidiary Parties
	Schedule II

	 	-
	 	Pledged Equity; Pledged Debt
	Schedule III

	 	-
	 	Commercial Tort Claims
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit I

	 	-
	 	Form of Security Agreement Supplement
	Exhibit II

	 	-
	 	Form of Perfection Certificate







(ii) 









 








          SECURITY AGREEMENT dated as of May 5, 2006, among CMP SUSQUEHANNA RADIO HOLDINGS CORP.
(“Holdings”), CMP SUSQUEHANNA CORP. (the “Borrower”), the Subsidiaries of the
Borrower identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the
Secured Parties (as defined below).




          Reference is made to (i) the Credit Agreement dated as of May 5, 2006 (as amended, restated,
supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, Holdings, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line
Lender and an L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as
Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit
Partners L.P., as Co-Documentation Agents, (ii) each Guaranty (as defined in the Credit Agreement),
(iii) each Secured Hedge Agreement (as defined in the Credit Agreement) and (iv) the Cash
Management Obligations (as defined in the Credit Agreement).




          The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions
set forth in the Credit Agreement, the Hedge Banks have agreed to enter into and/or maintain one or
more Secured Hedge Agreements on the terms and conditions set forth therein and the Cash Management
Banks have agreed to provide and/or maintain Cash Management Services on the terms and conditions
agreed upon by the Borrower or the respective Restricted Subsidiary and the respective Cash
Management Bank. The obligations of the Lenders to extend such credit, the obligation of the Hedge
Banks to enter into and/or maintain such Secured Hedge Agreements and the obligation of the Cash
Management Bank to provide and/or maintain Cash Management Services are, in each case, conditioned
upon, among other things, the execution and delivery of this Agreement by each Grantor. Holdings,
the Borrower and the Subsidiary Parties are affiliates of one another, will derive substantial
benefits from (i) the extensions of credit to the Borrower pursuant to the Credit Agreement, (ii)
the entering into and/or maintaining by the Hedge Banks of Secured Hedge Agreements with the
Borrower and/or one or more of its Restricted Subsidiary and (iii) the providing and/or maintaining
of Cash Management Services by the Cash Management Banks to the Borrower and/or one or more of its
Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce
the Lenders to extend such credit, the Hedge Banks to enter into and maintain such Secured Hedge
Agreements and the Cash Management Banks to provide and/or maintain such Cash Management Services.
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 Article I 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.




          “Agreement” means this Security Agreement.




          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).




          “Bankruptcy Event of Default” shall mean any Event of Default under Section 8.01(f) of
the Credit Agreement.




          “Cash Collateral Account” shall mean a non-interest bearing cash collateral account
maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of
the Secured Parties.




          “Collateral” means the Article 9 Collateral and the Pledged Collateral.




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




          “FCC” means the Federal Communications Commission.




          “General Intangibles” has the meaning provided in Article 9 of the New York UCC and
shall in any event include all chooses in action and causes of action and all other intangible
personal property of every kind and nature now owned or hereafter acquired by any Grantor, as the
case may be, including corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other
agreements), 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, as the
case may be, to secure payment by an Account Debtor of any of the Accounts; provided that
the term “General Intangibles” shall not include any intellectual property and related
assets subject to the Intellectual Property Security Agreement.




          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.




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




          “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 the chief financial officer and the chief legal officer of the Borrower.




          “Permit” has the meaning provided in the Credit Agreement.




-2-









 





          “Pledged Collateral” has the meaning assigned to such term in Section 2.01.




          “Pledged Debt” has the meaning assigned to such term in Section 2.01.




          “Pledged Equity” has the meaning assigned to such term in Section 2.01.




          “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.




          “Secured Credit Document” means each Loan Document, each Secured Hedge Agreement and
any agreement evidencing any Cash Management Obligations.




          “Secured Obligations” means the “Obligations” as defined in the Credit
Agreement; it being acknowledged and agreed that the term “Secured Obligations” as used
herein shall include each extension of credit under the Credit Agreement and all obligations of the
Borrower and/or its Restricted Subsidiaries under the Secured Hedge Agreements and all Cash
Management Obligations, in each case, whether outstanding on the date of this Agreement or extended
from time to time after the date of this Agreement.




          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent,
the Lenders, each L/C Issuer, the Hedge Banks, the Cash Management Banks, the Supplemental
Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time
to time pursuant to Section 9.01(c) of the Credit Agreement.




          “Security Agreement Supplement” means an instrument substantially in the form of
Exhibit I hereto.




          “Security Interest” has the meaning assigned to such term in Section 3.01(a).




          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I
and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary
Party after the Closing Date.




ARTICLE II




Pledge of Securities




          Section 2.01. Pledge. As security for the payment or performance, as the case may
be, in full of the Secured Obligations, including each Guaranty, each Grantor hereby assigns and
pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, and hereby grants to the Collateral 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 (i) all Equity Interests held by it and listed on Schedule II and any other Equity
Interests obtained in the future
by such Grantor and the certificates representing all such Equity Interests (the “Pledged
Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the
issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of
Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted




-3-









 







Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this
clause (B) shall no longer apply to the Equity Interests of such Subsidiary), (C) Equity Interests
of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant
to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the
Credit Agreement; provided that the Equity Interests of any such Subsidiary shall cease to
be excluded by this clause (D) if such secured Indebtedness is repaid or becomes unsecured or if
such Subsidiary ceases to Guarantee such secured Indebtedness, as applicable, (E) Equity Interests
of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower and (F)
specifically identified Equity Interests of any Subsidiary with respect to which the Administrative
Agent has confirmed in writing to the Borrower its determination that the costs or other
consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is
excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the debt securities owned
by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained
in the future by such Grantor and (C) the promissory notes and any other instruments evidencing
such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered
to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) 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 (i) and
(ii) above; (v) all rights and privileges of such Grantor with respect to the securities and other
property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of, and
Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi)
above being collectively referred to as the “Pledged Collateral”).




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




          Section 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly
to deliver or cause to be delivered to the Collateral Agent, for the benefit of the applicable
Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only
for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the
case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered
pursuant to paragraph (b) of this Section 2.02.





     (b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate
principal amount equal to or in excess of $2,000,000 owed to such Grantor by any Person to
be evidenced by a duly executed promissory note that is pledged and delivered to the
Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms
hereof.




     (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be
accompanied by stock powers duly executed in blank or other instruments of transfer
reasonably satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (ii) all other property



-4-









 







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 Collateral
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 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 2.03. Representations, Warranties and Covenants. Holdings and the Borrower
jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to
and with the Collateral Agent, for the benefit of the Secured Parties, that:





     (a) Schedule II correctly sets forth the percentage of the issued and outstanding
units of each class of the Equity Interests of the issuer thereof represented by the Pledged
Equity 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 Equity and Pledged Debt (solely with respect to Pledged Debt issued by
a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the
Borrower’s knowledge) have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in
the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than
Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s
knowledge), are legal, valid and binding obligations of the issuers thereof;




     (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 Grantors, (ii) holds the same free and clear of all Liens,
other than (A) Liens created by the Collateral Documents and (B) nonconsensual Liens
expressly permitted pursuant to Section 7.01 of 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 (A) Liens created by the
Collateral Documents and (B) nonconsensual Liens expressly permitted pursuant to Section
7.01 of the Credit Agreement and (iv) will defend its title or interest thereto or therein
against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)),
however, arising, of all Persons whomsoever;




     (d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally and except as described in the Perfection Certificate, 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 in any manner material and adverse to the
Secured Parties the pledge of such Pledged Collateral hereunder, the sale



-5-









 







or disposition
thereof pursuant hereto or the exercise by the Collateral 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 Collateral Agent in accordance with this
Agreement, the Collateral Agent will obtain a legal, valid and first-priority perfected lien
upon and security interest in such Pledged Securities as security for the payment and
performance of the Secured Obligations, subject only to any nonconsensual Lien permitted
pursuant to Section 7.01 of the Credit Agreement; and




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



          Section 2.04. Certification of Limited Liability Company and Limited Partnership
Interests. Each certificate representing an interest in any limited liability company or
limited partnership controlled by any Grantor and pledged under Section 2.01 shall be physically
delivered to the Collateral Agent and endorsed to the Collateral Agent or endorsed in blank.




          Section 2.05. Registration in Nominee Name; Denominations. If an Event of Default
shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent
to exercise such rights, subject to any required prior approval of the FCC, (a) the Collateral
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 nominee (as pledgee or
as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of
the Collateral Agent and each Grantor will promptly give to the Collateral Agent copies of any
notices or other communications received by it with respect to Pledged Securities registered in the
name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement; provided that, notwithstanding the foregoing, if a
Bankruptcy Event of Default shall have
occurred and be continuing, subject to any required prior FCC approval, the Collateral Agent
shall not be required to give the notice referred to above in order to exercise the rights
described above.




          Section 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event
of Default shall have occurred and be continuing and the Collateral Agent shall have notified the
Borrower that the rights of the Grantors under this Section 2.06 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



-6-









 







Credit
Agreement and the other Loan Documents; provided that 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 Collateral Agent or the other Secured Parties under this Agreement, the
Credit Agreement or any other Secured Credit Document or the ability of the Secured
Parties to exercise the same.




     (ii) The Collateral 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 Equity or Pledged Debt, 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 Collateral Agent and the applicable Secured Parties and shall be
forthwith delivered to the Collateral Agent in the same form as so received (with
any necessary endorsement reasonably requested by the Collateral Agent).




     (b) Upon the occurrence and during the continuance of an Event of Default, after any
required FCC approval, and after the Collateral Agent shall have notified the
Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of
this Section 2.06, then 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 2.06 shall cease, and all such rights shall thereupon become vested in the
Collateral 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 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Grantor and shall be forthwith delivered to
the Collateral Agent upon demand in the same form as so received (with any necessary
endorsement reasonably requested by the Collateral Agent). Any and all money and other
property paid over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent



-7-









 







in an account to be established by
the Collateral Agent upon receipt of such money or other property and shall be applied in
accordance with the provisions of Section 4.02. After all Events of Default have been cured
or waived, the Collateral Agent shall promptly 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 2.06 in the
absence of an Event of Default and that remain in such account.




     (c) Upon the occurrence and during the continuance of an Event of Default, after any
required FCC approval, and after the Collateral Agent shall have notified the Borrower of
the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06,
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 2.06, and the obligations
of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all
such rights shall thereupon become vested in the Collateral 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 Collateral
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. After all Events of
Default have been cured or waived, each Grantor shall have the exclusive right to exercise
the voting and/or consensual rights and powers that such Grantor would otherwise be entitled
to exercise pursuant to the terms of paragraph (a)(i) above.




     (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of
the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii)
may be given with respect 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 Collateral Agent in its sole
and absolute discretion) and without waiving or otherwise affecting the Collateral 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. Notwithstanding anything to the contrary
contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have
occurred and be continuing, and after any required FCC approval, the
Collateral Agent shall not be required to give any notice referred to in said Section
in order to exercise any of its rights described in such Section, and the suspension of the
rights of each of the Grantors under each such Section shall be automatic upon the
occurrence of such Bankruptcy Event of Default.



          Section 2.07. Collateral Agent Not a Partner or Limited Liability Company Member.
Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other
Secured Party liable as a member of any limited liability company or as a partner of any
partnership and neither the Collateral Agent nor any other Secured Party by virtue of this
Agreement or otherwise (except as referred to in the following sentence) shall have any of the
duties, obligations or liabilities of a member of any limited liability company or as a partner in
any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become
the absolute owner of Pledged Equity consisting of a limited liability company interest




-8-









 







or a
partnership interest pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor
and/or any other Person.




ARTICLE III




Security Interests in Personal Property




          Section 3.01. Security Interest. (a) As security for the payment or performance, as
the case may be, in full of the Secured Obligations, including each Guaranty, each Grantor hereby
assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the
benefit 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 Documents;




     (iv) all Equipment;




     (v) all General Intangibles and Permits;




     (vi) all Instruments;




     (vii) all Inventory;




     (viii) all Investment Property;




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




     (x) all Goods;




     (xi) all Letter-of-Credit Rights;




     (xii) all Commercial Tort Claims described on Schedule III from time to time;




     (xiii) the Cash Collateral Account (and all cash, securities and other
investments deposited therein);




     (xiv) all Supporting Obligations;




     (xv) all Security Entitlements in any or all of the foregoing; and



-9-









 






     (xvi) 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;


provided that notwithstanding anything to the contrary in this Agreement, this Agreement
shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a
security interest in which is excluded from the UCC in the relevant jurisdiction, (B) any Equity
Interests in any Unrestricted Subsidiary (until such time any Unrestricted Subsidiary becomes a
Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further
action, this clause (B) shall no longer apply to the Equity Interests of such Subsidiary), (C) any
Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with
Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement; provided that the Equity
Interests of any such Subsidiary shall cease to be excluded by this clause (C) if such secured
Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured
Indebtedness, as applicable, (D) more than 65% of the issued and outstanding Equity Interests of
any Foreign Subsidiary, (E) any specifically identified asset with respect to which the
Administrative Agent has confirmed in writing to the Borrower its determination that the costs or
other consequences (including adverse tax consequences) of providing a security interest is
excessive in view of the benefits to be obtained by the Lenders or (F) any General Intangible,
Investment Property, Permit or other such rights of a Grantor arising under any contract, lease,
instrument, license (including FCC Licenses, in which a security interest is prohibited by
applicable law), or other document if (but only to the extent that) the grant of a security
interest therein would (x) constitute a violation of a valid and enforceable restriction in respect
of such General Intangible, Investment Property or other such rights in favor of a third party or
under any law, regulation, permit, order or decree of any Governmental Authority, unless and until
all required consents shall have been obtained (for the avoidance of doubt, the restrictions
described herein are not negative pledges or similar undertakings in favor of a lender or other
financial counterparty) or (y) expressly give any other party in respect of any such contract,
lease, instrument, license or other document, the right to terminate its obligations thereunder,
provided however, that the limitation set forth in clause (F) above shall not
affect,
limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement
in any such Collateral to the extent that an otherwise applicable prohibition or restriction on
such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall,
if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain
any such required consent that is reasonably obtainable with respect to Collateral which the
Administrative Agent reasonably determines to be material.




          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of
the Secured Parties 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 that (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 or the analogous legislation 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




-10-









 







financing statement filed as a fixture filing, a
sufficient description of the real property to which such Article 9 Collateral relates.
Each Grantor agrees to provide such information to the Collateral Agent promptly upon
request.





     (c) The Security Interest is granted as security only and shall not subject the
Collateral 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 3.02. Representations and Warranties. Holdings and the Borrower jointly and
severally represent and warrant, as to themselves and the other Grantors, to the Collateral 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 Collateral 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, executed and
delivered to the Collateral Agent and the information set forth therein, including the exact
legal name of each Grantor, is correct and complete in all material aspects as of the
Closing Date. The Uniform Commercial Code financing statements (including fixture filings,
as applicable) or other appropriate filings, recordings or registrations prepared by the
Collateral Agent based upon the information provided to the Collateral Agent in the
Perfection Certificate for filing in each governmental, municipal or other office specified
in Schedule 2 to the Perfection Certificate (or specified by notice from the applicable
Grantor to the Collateral Agent after the Closing Date in the case of filings, recordings or
registrations required by Section 6.11 of the Credit Agreement), are all the filings,
recordings and registrations that are necessary to establish a legal, valid and perfected
security interest in favor of the Collateral 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 as provided under applicable law with respect to the filing of
continuation statements.



-11-









 






     (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 Secured Obligations and
(ii) subject to the filings described in Section 3.02(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. The Security Interest is and shall be prior to any other Lien on any of
the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted
pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and
(ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.




     (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien,
except for Liens expressly permitted pursuant to Section 7.01 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 or (ii) 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 Liens expressly permitted pursuant to Section 7.01 of the Credit
Agreement.




     (e) All Commercial Tort Claims of each Grantor in existence on the date of this
Agreement (or on the date upon which such Grantor becomes a party to this Agreement) are
described on Schedule III hereto.



          Section 3.03. Covenants. (a) The Borrower agrees to promptly notify the Collateral
Agent in writing of any change (i) in the legal name of any Grantor, (ii) in the identity or type
of organization or corporate structure of any Grantor, (iii) in the jurisdiction of organization of
any Grantor, (iv) the Location of any Grantor or (v) the organizational identification number of
any Grantor. In addition, if any Grantor does not have an organizational identification number on
the Closing Date (or the date such Grantor becomes a party to this Agreement) and later obtains
one, the Borrower shall promptly thereafter notify the Collateral Agent of such organizational
identification number and shall take all actions reasonably satisfactory to the Collateral Agent to
the extent necessary to maintain the security interests (and the priority thereof) of the
Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force
and effect.





     (b) Each Grantor shall, at its own expense, take any and all commercially reasonable
actions necessary to defend title to the Article 9 Collateral against all Persons and to
defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the
priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the
Credit Agreement.




     (c) Each year, at the time of delivery of annual financial statements with respect to
the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower
shall deliver to the Collateral Agent a certificate executed by the chief financial



-12-









 







officer
and the chief legal officer of the Borrower setting forth the information required pursuant
to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming
that there has been no change in such information since the date of such certificate or the
date of the most recent certificate delivered pursuant to this Section 3.03(c).




     (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, 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 Collateral Agent may from time to
time reasonably 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 that equals or exceeds
$2,000,000 shall be or become evidenced by any promissory note or other instrument, such
note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the
benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the
Collateral Agent.




     (e) At its option, the Collateral Agent may discharge past due taxes, assessments,
charges, fees, Liens, security interests or other encumbrances at any time levied or placed
on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit
Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral in
each of the foregoing cases to the extent any Grantor fails to do so as required by the
Credit Agreement or this Agreement and within a reasonable period of time after the
Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees
to reimburse the Collateral Agent within 10 days after demand for any payment made or any
reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization.
Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Collateral 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 the value of which equals or exceeds $5,000,000 to secure
payment and performance of an Account, such Grantor shall promptly assign such
security interest to the Collateral Agent for the benefit of the applicable Secured
Parties. 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 (rather than the Collateral Agent or any Secured Party) shall remain
liable (as between itself and any relevant counterparty) 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



-13-









 







terms and
conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and all liability
for such performance.



          Section 3.04. Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Collateral 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
constituting Collateral and evidencing an amount equal to or in excess of $2,000,000, such
Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the
benefit of the applicable Secured Parties, accompanied by such instruments of transfer or
assignment duly executed in blank as the Collateral Agent may from time to time reasonably
request.




     (b) Investment Property. Except to the extent otherwise provided in Article II, 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 Collateral Agent for the benefit
of the applicable Secured Parties, accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent may from time to time reasonably request. 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, upon the Collateral Agent’s
request and following the occurrence of an Event of Default such Grantor shall promptly
notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request,
pursuant to an agreement in form and substance reasonably satisfactory to the Collateral
Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral
Agent as to such securities, without further consent of any Grantor or such nominee or (ii)
arrange for the Collateral Agent to become the registered owner of the securities. If any
securities, whether certificated or uncertificated, or other investment property are held by
any Grantor or its nominee through a securities intermediary or commodity intermediary, upon
the Collateral Agent’s request and following the occurrence of an Event of Default, such
Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s
request and option, pursuant to an agreement in form and substance reasonably satisfactory
to the Collateral Agent shall 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
Collateral 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 Collateral 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 Collateral
Agent to become the entitlement holder with respect to such Investment Property, with the
Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights
to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees
with each of the Grantors that the Collateral Agent shall not give any such entitlement
orders or instructions or directions to any such issuer, securities



-14-









 







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.
The provisions of this paragraph shall not apply to any financial assets credited to a
securities account for which the Collateral Agent is the securities intermediary.




     (c) Commercial Tort Claims. If any Grantor shall at any time after the date of this
Agreement acquire a Commercial Tort Claim in an amount (taking the greater of the aggregate
claimed damages thereunder or the reasonably estimated value thereof) of $5,000,000 or more,
such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such
Grantor and provide supplements to Schedule III describing the details thereof and shall
grant to the Collateral Agent a security interest therein and in the proceeds thereof, all
upon the terms of this Agreement.




     (d) Letter of Credit Rights. If any Grantor is at any time a beneficiary under a
letter of credit with a stated amount of $5,000,000 or more, such Grantor shall promptly
notify the Collateral Agent thereof and, at the request of the Collateral Agent, such
Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the
Collateral Agent, use its reasonable best efforts to (i) arrange for the issuer and any
confirmer of such letter of credit to consent to an assignment to the Collateral Agent of
the proceeds of any drawing under such letter of credit or (ii) arrange for the Collateral
Agent to become the transferee beneficiary of such letter of credit, with the Collateral
Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit
are to be applied as provided in this Agreement after the occurrence and during the
continuance of an Event of Default.



ARTICLE IV




Remedies




          Section 4.01. Remedies Upon Default. Upon the occurrence and during the continuance
of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any
and all rights afforded to a secured party with respect to the Secured Obligations, as applicable,
under the Uniform Commercial Code or other applicable law, subject to any required prior approval
of the FCC, and
also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed
by the Collateral Agent and make it available to the Collateral Agent at a place and time to be
designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any
premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the
Collateral or any part thereof is assembled or located for a reasonable period in order to
effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in
respect of such occupation; provided that the Collateral Agent shall provide the applicable
Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all
rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise
in respect of the Collateral; provided that the Collateral Agent shall provide the
applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any
and all cash or other Collateral from the Cash Collateral Account and to apply such cash and





-15-









 







other
Collateral to the payment of any and all Secured Obligations in the manner provided in Section 4.02
of this Agreement; and (v) subject to the mandatory requirements of applicable law and the notice
requirements described below, sell or otherwise dispose of all or any part of the Collateral
securing the Secured Obligations 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 Collateral Agent shall
deem appropriate. The Collateral 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
Collateral 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 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 Collateral Agent shall give the applicable Grantors ten (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 Collateral 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
Collateral 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 Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral 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 Collateral 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 Collateral Agent until the sale
price is paid
by the purchaser or purchasers thereof, but the Collateral 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), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim 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 Collateral
Agent shall be free to carry out such sale pursuant to such agreement and no Grantor





-16-









 







shall be
entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Secured Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral 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 4.01 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.




          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful
agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the
Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of
Default, in which case no such notice shall be required), for the purpose of (i) 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 if insurance, (ii) making all determinations and decisions with respect thereto and
(iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit
Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the
Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court
costs, expenses and other charges relating thereto, shall be payable, within ten (10) days of
demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured
hereby.




          Section 4.02. Application of Proceeds. The Collateral Agent shall apply the proceeds
of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance
with Section 8.04 of the Credit Agreement. The Collateral 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 Collateral Agent (including pursuant to a power of
sale granted by statute or under a judicial proceeding), the receipt of the Collateral 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 Collateral Agent or such officer or
be answerable in any way for the misapplication thereof. It is understood and agreed that the
Grantors shall remain jointly and severally liable to the extent of any deficiency between the
amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.




ARTICLE V




Indemnity, Subrogation and Subordination




          Section 5.01. Indemnity. In addition to all such rights of indemnity and subrogation
as the Grantors may have under applicable law (but subject to Section 5.03), each Guarantor Party
(as defined in the Guaranty) agrees that, in the event any assets of any Grantor




-17-









 







that is a
Subsidiary Party shall be sold pursuant to this Agreement or any other Collateral Document to
satisfy in whole or in part an Obligation owing directly by such Guaranteed Party to any Secured
Party (i.e., other than pursuant to its capacity as a Guarantor under the Guaranty), such
Guaranteed Party shall indemnify such Grantor in an amount equal to the fair market value of the
assets so sold.




          Section 5.02. Contribution and Subrogation. At any time a payment by any Subsidiary
Party in respect of the Secured Obligations is made under this Agreement or any other Collateral
Document as a result of a sale of assets by such Subsidiary Party that shall not have been fully
indemnified as provided in Section 5.01, the right of contribution of each Subsidiary Party against
each other Subsidiary Party shall be determined as provided in the immediately succeeding sentence,
with the right of contribution of each Subsidiary Party to be revised and restated as of each date
on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this
Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is
made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in
respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such
Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all
Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant
Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have
a right of contribution against each other Subsidiary Party who has made payments in respect of the
Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less
than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured
Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an
amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such
Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary
Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A
Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the
time of each computation, subject to adjustment to the time of each computation; provided
that the contribution rights of such Subsidiary Party shall be
subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s
“Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted
Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of
all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean
the greater of (x) the Net Worth (as defined below) of such Subsidiary Party and (y) zero; and
(iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair
saleable value of such Subsidiary Party’s assets on the date of any Relevant Payment exceeds its
existing debts and other liabilities (including contingent liabilities, but without giving effect
to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations
arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof)
on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party that
is released from this Agreement pursuant to Section 6.13 hereof shall thereafter have no
contribution obligations, or rights, pursuant to this Section 5.02, and at the time of any such
release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit
Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the
remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise
provided above)




-18-









 







based on the payments made hereunder by the remaining Subsidiary Parties. Each of
the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising
hereunder shall constitute an asset in favor of the party entitled to such contribution. In this
connection, each Subsidiary Party has the right to waive its contribution right against any other
Subsidiary Party to the extent that after giving effect to such waiver such Subsidiary Party would
remain solvent, in the determination of the Required Lenders.




          Section 5.03. Subordination. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Grantors under Sections 5.01 and 5.02 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 Secured Obligations; provided, that
if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior
to the irrevocable payment in full in cash of all the Secured Obligations, such amount shall be
held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral
Agent to be credited and applied against the Secured Obligations, whether matured or unmatured, in
accordance with Section 8.04 of the Credit Agreement. No failure on the part of the Borrower or
any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations and liabilities of
any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the
full amount of the obligations of such Grantor hereunder.




ARTICLE VI




Miscellaneous




          Section 6.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 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 10.02 of the Credit Agreement.




          Section 6.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent,
any L/C Issuer 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 Collateral Agent, the L/C Issuers 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 6.02, 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 Collateral Agent, any Lender or any L/C Issuer 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.




-19-









 









     (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 Collateral
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 10.01
of the Credit Agreement.



          Section 6.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The
parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses
incurred hereunder as provided in Section 10.04 of the Credit Agreement.





     (b) Without limitation of its indemnification obligations under the other Loan
Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees
(as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the reasonable 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, performance or enforcement of this Agreement or any
claim, litigation, investigation or proceeding relating to any of the foregoing agreement or
instrument contemplated hereby, 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
resulted from the gross negligence or wilful misconduct of such
Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee.




     (c) Any such amounts payable as provided hereunder shall be additional Secured
Obligations secured hereby and by the other Collateral Documents. The provisions of this
Section 6.03 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 Secured 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 Collateral Agent or any other
Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of
written demand therefor.



          Section 6.04. 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 Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.




          Section 6.05. 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




-20-









 







notwithstanding that the Collateral Agent, any L/C Issuer 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 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts, each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this 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
Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral
Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their
respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the
Collateral 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.




          Section 6.07. 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. The
parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          Section 6.08. Right of Set-Off. In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and
each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the
account of the respective Loan Parties against any and all obligations owing to such Lender and its
Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or
Affiliate shall have made demand under this Agreement and although such obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after
any such set off and application made by such Lender; provided, that the





-21-









 







failure to give
such notice shall not affect the validity of such setoff and application. The rights of each
Lender under this Section 6.08 are in addition to other rights and remedies (including other rights
of setoff) that such Lender may have.




          Section 6.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.





     (b) 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 City and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other 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 Collateral Agent, any L/C Issuer 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 its properties in the courts of any
jurisdiction.




     (c) 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
(b) of this Section 6.09. 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.




     (d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 6.01. 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 6.10. 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




-22-









 







PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 6.10.




          Section 6.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience 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 6.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a
security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, the Secured Hedge Agreements, any agreement with respect to any
of the Secured 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 Secured Obligations, or any other amendment or waiver of or any consent to any departure from
the Credit Agreement, any other Loan Document, the Secured Hedge Agreements 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 Secured Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the
Secured Obligations or this Agreement.




          Section 6.13. Termination or Release. (a) This Agreement, the Security Interest and
all other security interests granted hereby shall terminate with respect to all Secured Obligations
when all the outstanding Secured Obligations have been indefeasibly paid in full and the Lenders
have no further commitment to lend under the Credit Agreement, the L/C Obligations have been
reduced to zero and the L/C Issuers have 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, or upon the effectiveness of any written consent to the release
of the security interest granted hereby in any Collateral pursuant to Section 10.01 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 Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s
expense, all documents that such Grantor shall reasonably request to evidence such



-23-









 







termination or release. Any execution and delivery of documents pursuant to this Section
6.13 shall be without recourse to or warranty by the Collateral Agent.




     (e) At any time that the respective Grantor desires that the Collateral Agent take any
action described in the immediately preceding paragraph (d), it shall, upon request of the
Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that
the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c).
The Collateral Agent shall have no liability whatsoever to any Secured Party as the result
of any release of Collateral by it as permitted (or which the Collateral Agent in good
faith believes to be permitted) by this Section 6.13.




     (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash
Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement
hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary
under any Secured Hedge Agreement and the Cash Management Obligations shall be secured
pursuant to this Agreement only to the extent that, and for so long as, the other Secured
Obligations are so secured and (ii) any release of Collateral effected in the manner
permitted by this Agreement shall not require the consent of any Hedge Bank or Cash
Management Bank.



          Section 6.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the
Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or
not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this
Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery
by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such
Restricted 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. 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 6.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Collateral 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
Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time
after and during the continuance of an Event of Default, which appointment is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default and
(unless a Bankruptcy Event of Default has occurred and is continuing) delivery of notice by the
Collateral Agent to the Borrower of its intent to exercise such rights, and any required prior FCC
approval, with full power of substitution either in the Collateral 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 Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading
relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e)
to commence and prosecute any and all suits, actions or proceedings at law or in equity in any




-24-









 







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; (f) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent or the Cash
Collateral Account and adjust, settle or compromise the amount of payment of any Account; and
(h) 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 Collateral Agent were the
absolute owner of the Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the Collateral 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 Collateral 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 or that
of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.




          Section 6.16. General Authority of the Collateral Agent. By acceptance of the
benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a
signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the
Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for
the enforcement of any provisions of this Agreement and such other Collateral Documents against any
Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any
consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations
with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of
this Agreement or any other Collateral Document against any Grantor, to exercise any remedy
hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as
expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound
by the terms of this Agreement and any other Collateral Documents.




          Section 6.17. Recourse; Limited Obligations. This Agreement is made with full
recourse to each Grantor and pursuant to and upon all the warranties, representations, covenants
and agreements on the part of such Grantor contained herein, in the Loan Documents and the Secured
Hedge Agreements and otherwise in writing in connection herewith or therewith. It is the desire
and intent of each Grantor and the Secured Parties that this Agreement shall be enforced against
each Grantor to the fullest extent permissible under the laws applied in each jurisdiction in which
enforcement is sought. Notwithstanding anything to the contrary contained herein, and in
furtherance of the foregoing, it is noted that the obligations of each Grantor that is a Subsidiary
Party have been limited as expressly provided in the Subsidiary Guaranty and are limited hereunder
as and to the same extent provided therein.




          Section 6.18. FCC Approval. Notwithstanding anything to the contrary set forth in this Agreement, the Collateral Agent
shall not take any action or exercise any remedy with





-25-









 







respect to the Pledged Collateral pursuant to
this Agreement at any time, including after the occurrence of an Event of Default, without first
obtaining any required approval of the FCC if such action or the exercise of such remedy would
constitute or result in an assignment or transfer of control of any FCC License or Grantor under
the Act or the published rules and regulations promulgated by the FCC.





-26-









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	 	CMP SUSQUEHANNA RADIO HOLDINGS CORP.
	 	 	CMP SUSQUEHANNA CORP.
	 	 	SUSQUEHANNA PFALTZGRAFF CO.
	 	 	SUSQUEHANNA MEDIA CO.
	 	 	SUSQUEHANNA RADIO CORP.
	 	 	WSBA LICO, INC.
	 	 	WVAE LICO, INC.
	 	 	WNNX LICO, INC.
	 	 	RADIO CINCINNATI, INC.
	 	 	WRRM LICO, INC.
	 	 	RADIO INDIANAPOLIS, INC.
	 	 	WFMS LICO, INC.
	 	 	INDIANAPOLIS RADIO LICENSE CO.
	 	 	INDY LICO, INC.
	 	 	RADIO METROPLEX, INC.
	 	 	RADIO SAN FRANCISCO, INC.
	 	 	KFFG LICO, INC.
	 	 	KRBE BROADCASTING, INC.
	 	 	KRBE RADIO, INC.
	 	 	KRBE LICO, INC.
	 	 	BAY AREA RADIO CORP.
	 	 	KNBR INC.
	 	 	KNBR LICO, INC.
	 	 	KPLX LICO, INC.
	 	 	KLIF BROADCASTING, INC.
	 	 	KLIF LICO, INC.
	 	 	KPLX RADIO, INC.
	 	 	KLIF RADIO, INC.
	 	 	TEXAS STAR RADIO, INC.
	 	 	SUNNYSIDE COMMUNICATIONS, INC.
	 	 	S.C.I. BROADCASTING, INC.
	 	 	SUSQUEHANNA RADIO SERVICES, INC.
	 	 	SUSQUEHANNA LICENSE CO., LLC
	 	 	KRBE LIMITED PARTNERSHIP CMP KC CORP.
	 	 	CMP HOUSTON-KC, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lewis W. Dickey, Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman, President, and Chief Financial Officer






-27-









 






	 	 	 	 	 
	 	 	KLIF BROADCASTING LIMITED
	 	 	PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lewis W. Dickey, Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman, President, and Chief Financial Officer






-28-









 






	 	 	 	 	 
	 	 	KPLX LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lewis W. Dickey, Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman, President, and Chief Financial Officer






-29-









 






	 	 	 	 	 
	 	 	KRBE LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lewis W. Dickey, Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman, President, and Chief Financial Officer






-30-









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent

 	 
	 	By:  	/s/ Susan Le Fevre
 	 
	 	 	Title: Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Carin Keegan
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



-31-









 






	 	 	 	 	 



SCHEDULE I to

the Security Agreement




SUBSIDIARY PARTIES





 









 





SCHEDULE II to

the Security Agreement




EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	Number of	 	Registered	 	Class of	 	Percentage
	Issuer	 	Certificate	 	Owner	 	Equity Interest	 	of Equity Interests
	 
	 	 	 	 	 	 	 	 





DEBT SECURITIES




	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 
	 	 	 	 	 	 





 









 





SCHEDULE III to the

Security Agreement




COMMERCIAL TORT CLAIMS




 









 





EXHIBIT I to the

Security Agreement




          SUPPLEMENT
NO. ___dated as of [•], to the Security Agreement dated as of May 5, 2006, among
CMP SUSQUEHANNA RADIO HOLDINGS CORP. (“Holdings”), CMP SUSQUEHANNA CORP. (the
“Borrower”), the Subsidiaries of the Company identified therein and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined below).




          A. Reference is made to (i) the Credit Agreement dated as of May 5, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Merger Sub, Holdings, the Borrower, Deutsche Bank Trust Company Americas, as Administrative
Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, UBS
Securities LLC, as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman Sachs Credit Partners L.P., as Co-Documentation Agents, (ii) the Guaranty (as defined in
the Credit Agreement), (iii) each Secured Hedge Agreement (as defined in the Credit Agreement) and
(vi) the Cash Management Obligations (as defined in the Credit agreement).




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.




          C. The Grantors have entered into the Security Agreement in order to induce (x) the Lenders
to make Loans and the L/C Issuers to issue Letters of Credit, (y) the Hedge Banks to enter into
and/or maintain Secured Hedge Agreements and (z) the Cash Management Bank to provide Cash
Management Services. Section 6.14 of the Security Agreement provides that additional Restricted
Subsidiaries of the Borrower may become Subsidiary Parties under the Security Agreement by
execution and delivery of an instrument substantially in the form of this Supplement. The
undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the
Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to
issue additional Letters of Credit and as consideration for Loans previously made and Letters of
Credit previously issued.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:





               Section 1. In accordance with Section 6.14 of the Security Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a
Grantor) and Grantor under the Security Agreement with the same force and effect as if
originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to
all the terms and provisions of the Security Agreement applicable to it as a Subsidiary
Party and Grantor thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor thereunder are true and correct on and as of the date
hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Secured Obligations does hereby create and grant to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their
successors and assigns, a security interest in and lien on all of the



 









 





 EXHIBIT I to the

Security Agreement
Page 2





New Subsidiary’s right, title and interest in and to the Collateral (as defined in the
Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the
Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is
hereby incorporated herein by reference.




               Section 2. The New Subsidiary represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.




               Section 3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but
all of which when taken together shall constitute a single contract. This Supplement shall
become effective when the Collateral Agent shall have received a counterpart of this
Supplement that bears the signature of the New Subsidiary and the Collateral Agent has
executed a counterpart hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Supplement.




               Section 4. The New Subsidiary hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the location of any
and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the
true and correct legal name of the New Subsidiary, its jurisdiction of formation and the
location of its chief executive office.




               Section 5. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.




               Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




               Section 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and in the Security
Agreement shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.




               Section 8. All communications and notices hereunder shall be in writing and
given as provided in Section 6.01 of the Security Agreement.



 









 




  EXHIBIT I to the

Security Agreement
Page 3





               Section 9. The New Subsidiary agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Collateral Agent.



 









 





 EXHIBIT I to the

Security Agreement
Page 4




          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  



Legal Name:

Jurisdiction of Formation:

Location of Chief Executive office: 	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





SCHEDULE I to

the Supplement No — to the

Security Agreement




LOCATION OF COLLATERAL




	 	 	 
	Description	 	Location
	 
	 	 





EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	Number of	 	Registered	 	Class of	 	Percentage
	Issuer	 	Certificate	 	Owner	 	Equity Interest	 	of Equity Interests
	 
	 	 	 	 	 	 	 	 





DEBT SECURITIES




	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 
	 	 	 	 	 	 





 









 





EXHIBIT II to

the Security Agreement




FORM OF PERFECTION CERTIFICATE




     Reference is made to the Credit Agreement dated as of May 5, 2006 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among CMP Susquehanna Radio Holdings
Corp., CMP Susquehanna Corp., as the Borrower (the “Company”), the Subsidiaries of the
Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an
L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as Syndication Agent,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as
Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings assigned
in the Credit Agreement or the Security Agreement or Guaranty referred to therein, as applicable.


The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the
Company, hereby certify to the Administrative Agent and each other Secured Party as follows:



1. Names. (a) The exact legal name of each Guarantor, as such name appears in its
respective certificate of incorporation or formation, is as follows:



(b) Set forth below is each other legal name each Guarantor has had in the past five years,
together with the date of the relevant change:



(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Guarantor has changed its
identity or corporate structure in any way within the past five years. Changes in identity or
corporate structure would include mergers, consolidations and acquisitions, as well as any change
in the form, nature or jurisdiction of organization. If any such change has occurred, include in
Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or
constituent party to a merger or consolidation to the extent such information is available to the
Company.



(d) To our knowledge, the following is a list of all other names (including trade names or similar
appellations) used by each Guarantor or any of its divisions or other business units in connection
with the conduct of its business or the ownership of its properties at any time during the past
five years:



(e) Set forth below is the Organizational Identification Number, if any, issued by the
jurisdiction of formation of each Guarantor that is a registered organization:



(f) Set forth below is the Federal Taxpayer Identification Number of each Guarantor:



2. Current Locations. (a) The chief executive office of each Guarantor is located at the
address set forth opposite its name below:




	 	 	 	 	 	 	 
	Guarantor	 	Mailing Address	 	County	 	State
	 
	 	 	 	 	 	 





 









 





EXHIBIT II to

the Security Agreement
Page 2




(b) The jurisdiction of formation of each Guarantor that is a registered organization is set forth
opposite its name below:




	 	 	 
	Guarantor:	 	Jurisdiction:
	 	 	 




(c) Set forth below opposite the name of each Guarantor are the names and addresses of all Persons
other than such Guarantor that have possession of any material Collateral of such Guarantor:




	 	 	 	 	 	 	 
	Guarantor	 	Mailing Address	 	County	 	State
	 
	 	 	 	 	 	 




(d) Set forth below is a list of all real property held by each Guarantor, whether owned or
leased, the name of the Guarantor that owns or leases such real property, and the fair market value
of any such owned or leased real property, to the extent an appraisal exists with respect to any
such owned or leased real property, or, in the absence of any such appraisal, the book value of any
such owned real property or the current annual rent with respect to any such leased real property:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Book, Market or
	Address	 	Owned/Leased	 	Guarantor	 	Rental Value
	 
	 	 	 	 	 	 




(e) Set forth below opposite the name of each Guarantor are all the locations where such Guarantor
maintains any material Collateral and all the places of business where such Guarantor conducts any
material business that are not identified above:




	 	 	 	 	 	 	 
	Guarantor	 	Mailing Address	 	County	 	State
	 
	 	 	 	 	 	 




3. Unusual Transactions. All Accounts have been originated by the Guarantor and all
Inventory has been acquired by the Guarantor in the ordinary course of business (other than
Accounts acquired in connection with a business acquisition).



4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the
proper Uniform Commercial Code filing office in the jurisdiction in which each Guarantor is located
and, to the extent any of the Collateral is comprised of fixtures, in the proper local
jurisdiction, in each case as set forth with respect to such Guarantor in Section 2 hereof.



5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true
and correct list of all the issued and outstanding Equity Interests of the Company and each
Subsidiary and the record and beneficial owners of such Equity Interests. Also set





 









 





EXHIBIT II to

the Security Agreement
Page 3





forth on Schedule 5 is each Investment of Holdings, the Company or any Subsidiary that represents
50% or less of the Equity Interests of the Person in which such Investment was made.



6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all
promissory notes and other evidence of Indebtedness held by Holdings, the Company and each other
loan party having a principal amount in excess of $2,000,000 that are required to be pledged under
the Security Agreement, including all intercompany notes between Loan Parties.



7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with
respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as
such name appears in its certificate of incorporation or other organizational document, (b) if
different from the name identified pursuant to clause (a), the exact name of the current
mortgagor/grantor of such property reflected in the records of the filing office for such property
identified pursuant to the following clause and (c) the filing office in which a Mortgage with
respect to such property must be filed or recorded in order for the Administrative Agent to obtain
a perfected security interest therein.



8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing
with the United States Patent and Trademark Office is a schedule setting forth all of each
Guarantor’s: (i) Patents and Patent Applications, including the name of the registered owner, type,
registration or application number and the expiration date (if already registered) of each Patent
and Patent Application owned by any Guarantor; and (ii) Trademarks and Trademark Applications,
including the name of the registered owner, the registration or application number and the
expiration date (if already registered) of each Trademark and Trademark application owned by any
Guarantor.



(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Guarantor’s Copyrights and Copyright Applications,
including the name of the registered owner, title, the registration number or application number
and the expiration date (if already registered) of each Copyright or Copyright Application owned by
any Guarantor.




 









 






EXHIBIT II to

the Security Agreement
Page 4




IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [___] day of
[___], 2006.




	 	 	 	 	 
	 	 	CMP SUSQUEHANNA CORP.
	 
	 	 	 	 
	 

	 	  by	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title: