exv10w2



 






Exhibit
10.2






EXECUTION VERSION




GUARANTEE AND COLLATERAL AGREEMENT




made by




AMERICAN CELLULAR CORPORATION,




and certain of its Affiliates




in favor of




BEAR STEARNS CORPORATE LENDING INC.,




as Administrative Agent




Dated as of August 7, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 1.
	 	DEFINED TERMS	 	 	1	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	Other Definitional Provisions	 	 	5	 
	 
	SECTION 2.
	 	GUARANTEE	 	 	5	 
	2.1
	 	Guarantee	 	 	5	 
	2.2
	 	Right of Contribution	 	 	6	 
	2.3
	 	No Subrogation	 	 	6	 
	2.4
	 	Amendments, etc. with respect to the Borrower Obligations	 	 	6	 
	2.5
	 	Guarantee Absolute and Unconditional	 	 	6	 
	2.6
	 	Reinstatement	 	 	7	 
	2.7
	 	Payments	 	 	7	 
	2.8
	 	Subordination	 	 	7	 
	 
	SECTION 3.
	 	GRANT OF SECURITY INTEREST	 	 	8	 
	3.1
	 	 	 	 	8	 
	 
	SECTION 4.
	 	REPRESENTATIONS AND WARRANTIES	 	 	9	 
	4.1
	 	Representations in Credit Agreement	 	 	9	 
	4.2
	 	Title; No Other Liens	 	 	10	 
	4.3
	 	Perfected First Priority Liens	 	 	10	 
	4.4
	 	Jurisdiction of Organization; Chief Executive Office	 	 	10	 
	4.5
	 	Inventory and Equipment	 	 	10	 
	4.6
	 	Farm Products	 	 	10	 
	4.7
	 	Investment Property	 	 	10	 
	4.8
	 	Receivables	 	 	11	 
	4.9
	 	Intellectual Property	 	 	11	 
	4.10
	 	Commercial Tort Claims	 	 	11	 
	 
	SECTION 5.
	 	COVENANTS	 	 	11	 
	5.1
	 	Covenants in Credit Agreement	 	 	11	 
	5.2
	 	Delivery of Instruments, Certificated Securities and Chattel Paper	 	 	11	 
	5.3
	 	Maintenance of Insurance	 	 	11	 






i









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	5.4
	 	Payment of Obligations	 	 	12	 
	5.5
	 	Maintenance of Perfected Security Interest; Further Documentation	 	 	12	 
	5.6
	 	Changes in Locations, Name, etc.	 	 	12	 
	5.7
	 	Notices	 	 	13	 
	5.8
	 	Investment Property	 	 	13	 
	5.9
	 	Receivables	 	 	14	 
	5.10
	 	Intellectual Property	 	 	14	 
	5.11
	 	Commercial Tort Claims	 	 	15	 
	 
	SECTION 6.
	 	REMEDIAL PROVISIONS	 	 	16	 
	6.1
	 	Certain Matters Relating to Receivables	 	 	16	 
	6.2
	 	Communications with Obligors; Grantors Remain Liable	 	 	16	 
	6.3
	 	Pledged Stock	 	 	17	 
	6.4
	 	Proceeds to be Turned Over to Administrative Agent	 	 	17	 
	6.5
	 	Application of Proceeds	 	 	18	 
	6.6
	 	Code and Other Remedies	 	 	18	 
	6.7
	 	Waiver; Deficiency	 	 	19	 
	6.8
	 	FCC Compliance	 	 	19	 
	 
	SECTION 7.
	 	THE ADMINISTRATIVE AGENT	 	 	20	 
	7.1
	 	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	 	 	20	 
	7.2
	 	Duty of Administrative Agent	 	 	22	 
	7.3
	 	Recording of Financing Statements	 	 	22	 
	7.4
	 	Authority of Administrative Agent	 	 	22	 
	 
	SECTION 8.
	 	MISCELLANEOUS	 	 	22	 
	8.1
	 	Amendments in Writing	 	 	22	 
	8.2
	 	Notices	 	 	22	 
	8.3
	 	Waiver by Course of Conduct; Cumulative Remedies	 	 	22	 
	8.4
	 	Enforcement Expenses; Indemnification	 	 	23	 
	8.5
	 	Successors and Assigns	 	 	23	 
	8.6
	 	Set-Off	 	 	23	 






ii









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	8.7
	 	Counterparts	 	 	24	 
	8.8
	 	Severability	 	 	24	 
	8.9
	 	Section Headings	 	 	24	 
	8.10
	 	Integration	 	 	24	 
	8.11
	 	GOVERNING LAW	 	 	24	 
	8.12
	 	Submission To Jurisdiction; Waivers	 	 	24	 
	8.13
	 	Acknowledgements	 	 	25	 
	8.14
	 	Additional Grantors	 	 	25	 
	8.15
	 	Releases	 	 	25	 
	8.16
	 	WAIVER OF JURY TRIAL	 	 	26	 






iii









 






          GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 7, 2006, made by each of the
signatories hereto (together with any other entity that may become a party hereto as provided
herein, the “Grantors”), in favor of BEAR STEARNS CORPORATE LENDING INC., as Administrative
Agent (in such capacity, the “Administrative Agent”) acting pursuant to this Agreement for
the benefit of the Secured Parties.




W I T N
E S S E T H:




          WHEREAS, pursuant to the Credit Agreement dated as of August 7, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
American Cellular Corporation, a Delaware corporation (the “Borrower”), the Lenders parties
thereto, the Subsidiary Guarantors (as defined therein), ACC Holdings, LLC, an Oklahoma limited
liability company (“Holdings”), as Guarantor, and BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the “Administrative Agent”), the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms and subject to the
conditions set forth therein;




          WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other
Grantor;




          WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable the Borrower to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses;




          WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each
Grantor will derive substantial direct and indirect benefit from the making of the extensions of
credit under the Credit Agreement and, to the extent applicable, from the Specified Hedge
Agreements; and




          WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrower under the Credit Agreement and, to the extent applicable, of
Qualified Counterparties to provide financial accommodations under Specified Hedge Agreements that
the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the
ratable benefit of the Secured Parties;




          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder and to induce Qualified Counterparties to enter
into Specified Hedge Agreements, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Secured Parties, as follows:




SECTION 1. DEFINED TERMS




     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and
the following terms which are defined in the New York UCC are used herein as so defined: Accounts,
Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products,
General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting
Obligations.



          (b) The following terms shall have the following meanings:





     “Agreement”: this Guarantee and Collateral Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.



 









 





2



     “Borrower Credit Agreement Obligations”: the collective reference to the
unpaid principal of and interest on the Loans and Reimbursement Obligations and all other
obligations and liabilities of the Borrower (including, without limitation, interest
accruing at the then applicable rate provided in the Credit Agreement after the maturity of
the Loans and Reimbursement Obligations and interest accruing at the then applicable rate
provided in the Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) to any Agent or any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan
Documents or, any Letter of Credit, or any other document made, delivered or given in
connection therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are
required to be paid by the Borrower pursuant to the terms of any of the foregoing
agreements).




     “Borrower Hedge Agreement Obligations”: the collective reference to all
obligations and liabilities of the Borrower (including, without limitation, interest
accruing at the then applicable rate provided in any Specified Hedge Agreement after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, any Specified
Hedge Agreement or any other document made, delivered or given in connection therewith, in
each case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the relevant Qualified Counterparty that are required to be paid
by the Borrower pursuant to the terms of any Specified Hedge Agreement).




     “Borrower Obligations”: the collective reference to (i) the Borrower Credit
Agreement Obligations, (ii) the Borrower Hedge Agreement Obligations, and (iii) all other
obligations and liabilities of the Borrower, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, this Agreement (including, without limitation, all
fees and disbursements of counsel to the Secured Parties that are required to be paid by the
Borrower pursuant to the terms of this Agreement).




     “Collateral”: as defined in Section 3.




     “Collateral Account”: any collateral account established by the Administrative
Agent as provided in Section 6.1 or 6.4.




     “Copyrights”: (i) all copyrights arising under the laws of the United States,
any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, all registrations,
recordings and applications in the United States Copyright Office, and (ii) the right to
obtain all renewals thereof.




     “Copyright Licenses”: any written agreement naming any Grantor as licensor or
licensee (including, without limitation, those listed in Schedule 6), granting any
right under any



 









 





3



Copyright, including, without limitation, the grant of rights to manufacture,
distribute, exploit and sell materials derived from any Copyright.




     “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings,
passbook or like account maintained with a depositary institution.




     “Foreign Subsidiary”: any Subsidiary organized under the laws of any
jurisdiction outside the United States of America.




     “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign
Subsidiary.




     “Guarantor Obligations”: with respect to any Guarantor, all obligations and
liabilities of such Guarantor which may arise under or in connection with this Agreement
(including, without limitation, Section 2) or any other Loan Document to which such
Guarantor is a party, in each case whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the Secured Parties that are
required to be paid by such Guarantor pursuant to the terms of this Agreement or any other
Loan Document or any Specified Hedge Agreement).




     “Guarantors”: the collective reference to each Grantor other than the
Borrower.




     “Intangible Assets”: any contract, Authorization, General Intangible,
Copyright License, Patent License or Trademark License.




     “Intellectual Property”: the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including, without limitation, the Copyrights,
the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark
Licenses, and all rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.




     “Intercompany Note”: any promissory note evidencing loans made by any Grantor
to any Group Member.




     “Investment Property”: the collective reference to (i) all “investment
property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than
(A) any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock” in
this Section 1.1 and (B) partnership interests in Alton CellTelCo Partnership) and (ii)
whether or not constituting “investment property” as so defined, all Pledged Notes and all
Pledged Stock.




     “Issuers”: the collective reference to each issuer of any Investment Property.




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




     “Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and
(ii) in the case of each Guarantor, its Guarantor Obligations.




     “Patents”: (i) all letters patent of the United States, any other country or
any political subdivision thereof, all reissues and extensions thereof and all goodwill
associated therewith,



 









 






4


(ii) all applications for letters patent of the United States or any other country and
all divisions, continuations and continuations-in-part thereof, including, without
limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to
obtain any reissues or extensions of the foregoing.




     “Patent License”: all agreements, whether written or oral, providing for the
grant by or to any Grantor of any right to manufacture, use or sell any invention covered in
whole or in part by a Patent.




     “Pledged Notes”: all promissory notes listed on Schedule 1, all
Intercompany Notes at any time issued to any Grantor and all other promissory notes issued
to or held by any Grantor (other than promissory notes issued in connection with extensions
of trade credit by any Grantor in the ordinary course of business).




     “Pledged Stock”: the shares of Capital Stock listed on Schedule 1,
together with any other shares, stock certificates, options, interests or rights of any
nature whatsoever in respect of the Capital Stock of any Person that may be issued or
granted to, or held by, any Grantor while this Agreement is in effect; provided that
in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of
any Excluded Foreign Subsidiary be required to be pledged hereunder.




     “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of
the New York UCC on the date hereof and, in any event, shall include, without limitation,
all dividends or other income from the Investment Property, collections thereon or
distributions or payments with respect thereto.




     “Receivable”: any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and
whether or not it has been earned by performance (including, without limitation, any
Account).




     “Securities Account”: as defined in the Uniform Commercial Code of any
applicable jurisdiction.




     “Securities Act”: the Securities Act of 1933, as amended.




     “Trademarks”: (i) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and all goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any State thereof or any
other country or any political subdivision thereof, or otherwise, and all common-law rights
related thereto and (ii) the right to obtain all renewals thereof.




     “Trademark License”: any agreement, whether written or oral, providing for the
grant by or to any Grantor of any right to use any Trademark.




     “Unasserted Contingent Obligations”: at any time, Obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities (excluding (a)
Obligations in respect of the principal of, and interest and premium (if any) on, and fees
and expenses relating to, any Obligation and (b) contingent reimbursement obligations in
respect of amounts that may



 









 





5



be drawn under outstanding letters of credit or contingent payments that may be payable
upon termination of a Specified Hedge Agreement) in respect of which no assertion of
liability (whether oral or written) and no claim or demand for payment (whether oral or
written) has been made (and, in the case of Obligations for indemnification, no notice for
indemnification has been issued by the indemnitee) at such time.



     1.2 Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, and Section and Schedule
references are to this Agreement unless otherwise specified.



          (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (c) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part
thereof.




SECTION 2. GUARANTEE




     2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of
the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.



          (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed
the amount which can be guaranteed by such Guarantor under applicable federal and state laws
relating to the insolvency of debtors (after giving effect to the right of contribution established
in Section 2.2).




          (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee
contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder.




          (d) The guarantee contained in this Section 2 shall remain in full force and effect until all
the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in
this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrower may be free from any Borrower Obligations.




          (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other
Person or received or collected by any Secured Party from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability
of any Guarantor under this Section 2 which shall, notwithstanding any such payment (other than any
payment made by the Borrower or such Guarantor in respect of the Borrower Obligations or any
payment received or collected from such Guarantor in respect of the Borrower Obligations), remain
liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated.




 









 






6



     2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent
that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and
against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such
payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and
conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the
obligations and liabilities of any Subsidiary Guarantor to the Secured Parties, and each Subsidiary
Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such
Subsidiary Guarantor hereunder.



     2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or
any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be
entitled to be subrogated to any of the rights of any Secured Party against the Borrower or any
other Guarantor or any collateral security or guarantee or right of offset held by any Secured
Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to
seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of
payments made by such Guarantor hereunder, until the Obligations (other than Unasserted Contingent
Obligations) are paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at
any time when the Obligations (other than Unasserted Contingent Obligations) shall not have been
paid in full, such amount shall be held by such Guarantor in trust for the Secured Parties,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor,
be turned over to the Administrative Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the
Borrower Obligations, whether matured or unmatured, as the Administrative Agent may determine in
accordance with Section 6.5.



     2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall
remain obligated hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any
of the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and
any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any
other Person upon or for any part thereof, or any collateral security or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by any
Secured Party, and the Credit Agreement and the other Loan Documents, any Specified Hedge Agreement
and any other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, in accordance with the provisions set forth
therein, as the Administrative Agent (or the requisite Lenders or all Lenders, as the case may be,
or, in the case of Specified Hedge Agreement, the relevant Qualified Counterparty) may deem
advisable from time to time, and any collateral security, guarantee or right of offset at any time
held by any Secured Party for the payment of the Borrower Obligations may be sold, exchanged,
waived, surrendered or released. No Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.



     2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or
proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended
or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the
Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this



 









 





7



Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to
the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in
this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (1) the validity or enforceability of the Credit Agreement or any other Loan
Document or any Specified Hedge Agreement, any of the Borrower Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any time or from time to
time held by any Secured Party, (2) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by the Borrower or any
other Person against any Secured Party, or (3) any other circumstance whatsoever (with or without
notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed
to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of
such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other
instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar
demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any
other Guarantor or any other Person or against any collateral security or guarantee for the
Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured
Party to make any such demand, to pursue such other rights or remedies or to collect any payments
from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Borrower, any
other Guarantor or any other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a matter of law, of any
Secured Party against any Guarantor. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.




     2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been made.



     2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid
to the Administrative Agent without set-off or counterclaim in Dollars at the Funding Office
specified in the Credit Agreement.



     2.8 Subordination. Each Guarantor hereby agrees that any Indebtedness of the Borrower
now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the
“Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations and that,
except as permitted under the Credit Agreement, the Guarantor Subordinated Debt shall not be paid
in whole or in part until all the Obligations have been paid in full and the guarantee contained in
this Section 2 is terminated and of no further force or effect. No Guarantor shall accept any
payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the
foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower
shall pay to the Administrative Agent any payment of all or any part of the Guarantor Subordinated
Debt and any amount so paid to the Administrative Agent shall be applied to payment of the
Obligations as provided in this Agreement and in the Credit Agreement. Each payment on the
Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed
to have been received by such Guarantor as trustee for the Secured Parties and shall be paid over
to the Administrative Agent immediately on account of the Obligations, but



 









 




8


without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor
agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the
filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the
Administrative Agent shall be entitled to all of such Guarantor’s rights thereunder. If for any
reason a Guarantor fails to file such claim at least five Business Days prior to the last date on
which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative
Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact
in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign
such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its
nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or
persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable
on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor
hereby assigns to the Administrative Agent all of such Guarantor’s rights to any payments or
distributions to which such Guarantor otherwise would be entitled. If the amount so paid is
greater than such Guarantor’s liability hereunder, the Administrative Agent shall pay the excess
amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints the
Administrative Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights in
connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower.




SECTION 3. GRANT OF SECURITY INTEREST




     3.1 Each Grantor hereby pledges, assigns and transfers to the Administrative Agent, and
hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in, all of the following property 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 “Collateral”), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of such Grantor’s Obligations:



          (a) all Accounts;




          (b) all Chattel Paper;




          (c) all Deposit Accounts;




          (d) all Documents;




          (e) all Equipment;




          (f) all General Intangibles;




          (g) all Instruments;




          (h) all Intellectual Property;




          (i) all Inventory;




          (j) all Investment Property;




          (k) all Letter-of-Credit Rights;




 









 






9



          (l) all Goods and other property not otherwise described above (except for any property
specifically excluded from any clause in this section above, and any property specifically excluded
from any defined term used in any clause of this section above);




          (m) all books and records pertaining to the Collateral;




          (n) all FCC Licenses and all Authorizations; and




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



Notwithstanding any other provision of this Agreement, the Collateral shall not include, and this
Section 3.1 shall not grant any security interest in, (i) any Intangible Asset, in each case only
to the extent that the grant by the relevant Grantor of a security interest pursuant to this
Agreement in such Grantor’s right, title and interest in such Intangible Asset (A) is prohibited
by legally enforceable provisions of any contract, agreement, instrument or indenture governing
such Intangible Asset, (B) would give any other party to such contract, agreement, instrument or
indenture a legally enforceable right to terminate its obligations thereunder, (C) is permitted
only with the consent of another party, if the requirement to obtain such consent is legally
enforceable and such consent has not been obtained or (D) with respect to any FCC License, to the
extent prohibited pursuant to the Communications Act (but only, in each case, to the extent, and
for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed
ineffective by the New York UCC or any other Requirement of Law, and at such time the Grantor shall
be deemed to have granted (without any further action) a security interest, pursuant to Sections
3.1 and 3.2, in, as applicable, such Intangible Asset (including any FCC License); and (ii) any
Foreign Subsidiary Voting Stock and the partnership interests in Alton CellTelCo Partnership
excluded from the definition of “Pledged Stock” set forth in Section 1.1.; provided that in
any event any Receivable or any money or other amounts due or to become due under any such
contract, agreement, instrument, indenture or Intangible Asset shall not be subject to clauses (i)
or (ii) above (or if it contained a provision limiting the transferability or pledge thereof would
be) subject to Section 9-406 of the New York UCC (a) then the applicable Grantor shall at such time
be deemed to have granted a security interest in such property or asset in accordance with this
Section 3.1 (as applicable to such Grantor) and (b) the right to receive, and any interest in, all
Proceeds of, or monies or other consideration received from or attributable to the sale, transfer,
assignment or other disposition of, any FCC License, any Authorization or any other Intangible
Asset shall be subject to the security interests granted pursuant to this Section 3.1.




SECTION 4. REPRESENTATIONS AND WARRANTIES




          To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and
to induce the Qualified Counterparties to enter into the Specified Hedge Agreements, each Grantor
hereby represents and warrants to each Secured Party that:




     4.1 Representations in Credit Agreement. In the case of each Grantor, the
representations and warranties set forth in Section 5 of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct on the Closing Date and shall be true and
correct in all material respects after the Closing Date, and each Secured Party shall be entitled
to rely on each of them as if they were fully set forth herein; provided that each
reference in each such representation and
warranty to the



 









 





10


Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to
be a reference to such Guarantor’s knowledge.




     4.2 Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and
the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns
each item of the Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of
record in any public office, except such as have been filed in favor of the Administrative Agent,
for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by
the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor
may, as part of its business, grant licenses to third parties to use Intellectual Property owned or
developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such
licensing activity shall not constitute a “Lien” on such Intellectual Property. Each Secured Party
understands that any such licenses may be exclusive to the applicable licensees, and such
exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or
transfer the related Intellectual Property or otherwise realize value from such Intellectual
Property pursuant hereto.



     4.3 Perfected First Priority Liens. The security interests granted pursuant to this
Agreement constitute valid perfected security interests in all of the Collateral in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for
such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors
of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and upon
completion of the filings and other actions required under Section 5 hereof, are prior to all other
Liens on the Collateral in existence on the date hereof except for Dispositions and Liens permitted
by Section 8.3 of the Credit Agreement.



     4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such
Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization
(if any), and the location of such Grantor’s chief executive office or sole place of business or
principal residence, as the case may be, are specified on Schedule 3. Such Grantor has furnished
to the Administrative Agent a certified charter, certificate of incorporation or other organization
document and long-form good standing certificate as of a date which is recent to the date hereof.



     4.5 Inventory and Equipment. On the date hereof, the Inventory and the Equipment
(other than mobile goods) are kept at the locations listed on Schedule 4.



     4.6 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm
Products.



     4.7 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor
hereunder constitute all the issued and outstanding shares of each Issuer owned by such Grantor or,
in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary
Voting Stock of each relevant Issuer.



          (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid
and nonassessable.




          (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the
obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.






 









 






11



          (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to,
the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of,
or claims of, any other Person, except Liens permitted by Section 8.3 of the Credit Agreement.




     4.8 Receivables. (a) No amount payable to such Grantor under or in connection with
any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the
Administrative Agent (other than (i) checks received in the ordinary course of business and (ii)
the Equipment Lease and Switch Sharing Agreements).



          (b) The amounts represented by such Grantor to the Secured Parties from time to time as owing
to such Grantor in respect of the Receivables will at such times be accurate in all material
respects.




     4.9 Intellectual Property. No Grantor owns any Intellectual Property in its own name
on the date hereof which is material to the conduct of the business of such Grantor.



     4.10 Commercial Tort Claims. (a) On the date hereof, except to the extent listed in
Section 3.1 above, no Grantor has rights in any Commercial Tort Claim with potential value in
excess of $3,000,000.



          (b) Upon the filing of a financing statement covering any Commercial Tort Claim referred to in
Section 5.11 hereof against such Grantor in the jurisdiction specified in Schedule 2 hereto, the
security interest granted in such Commercial Tort Claim will constitute a valid perfected security
interest in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as
collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof
against all creditors of such Grantor and any Persons purporting to purchase such Collateral from
Grantor, which security interest shall be prior to all other Liens on such Collateral except for
unrecorded liens permitted by the Credit Agreement which have priority over the Liens on such
Collateral by operation of law.




SECTION 5. COVENANTS




          Each Grantor covenants and agrees with the Secured Parties that, from and after the date
of this Agreement until the Obligations (other than Unasserted Contingent Obligations) shall have
been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have
terminated:




     5.1 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor
shall take, or shall refrain from taking, as the case may be, each action that is necessary to be
taken or not taken, as the case may be, so that no Default or Event of Default is caused by the
failure to take such action or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.



     5.2 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount
payable in excess of $1,000,000 individually and $10,000,000 in the aggregate under or in
connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated
Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be
immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Agreement.



     5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially
sound and reputable companies, insurance policies (i) which satisfy the requirements of Section 7.5
of the Credit Agreement and (ii) to the extent requested by the Administrative Agent, insuring such
Grantor, the Administrative Agent and the Secured Parties against liability for personal injury and
property damage



 









 





12


relating to such Inventory and Equipment, such policies to be in such form and
amounts and having such coverage which satisfy the requirements of Section 7.5 of the Credit
Agreement.




          (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or
material change in coverage thereof shall be effective until at least 30 days after receipt by the
Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party
or loss payee and (iii) be reasonably satisfactory in all other respects to the Administrative
Agent.




     5.4 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all taxes, assessments
and governmental charges or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation, claims for labor,
materials and supplies) against or with respect to the Collateral, except that no such charge need
be paid if the amount or validity thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books
of such Grantor and such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest therein.



     5.5 Maintenance of Perfected Security Interest; Further Documentation. (a) Such
Grantor shall maintain the security interest created by this Agreement as a perfected security
interest having at least the priority described in Section 4.3 and shall defend such security
interest against the claims and demands of all Persons whomsoever.



          (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time
statements and schedules further identifying and describing the assets and property of such Grantor
and such other reports in connection with the Collateral as the Administrative Agent may reasonably
request, all in reasonable detail.




          (c) At any time and from time to time, upon the written request of the Administrative Agent,
and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver,
and have recorded, such further instruments and documents and take such further actions as the
Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without
limitation, (1) the filing of any financing or continuation statements under the Uniform Commercial
Code (or other similar laws) in effect in any jurisdiction with respect to the security interests
created hereby and (2) in the case of Investment Property, Deposit Accounts, Letter-of-Credit
Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative
Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with
respect thereto.




          (d) As soon as practicable after the Closing Date, but in no event to exceed 30 Business Days
after the Closing Date (unless otherwise agreed by the Administrative Agent), the Grantors shall
deliver deposit account control agreements in form and substance reasonably satisfactory to the
Administrative Agent with respect to the Deposit Accounts listed on Schedule 6. In no event shall
any Grantor maintain any Deposit Accounts (other than those subject to a deposit account control
agreement in favor of the Administrative Agent) or Securities Account that hold funds or
securities, as applicable (i) at any time $4,000,000 in the aggregate and (ii) for any period of
three consecutive days in excess of $500,000.




     5.6 Changes in Locations, Name, etc.. Such Grantor will not, except upon 30 days’
prior written notice to the Administrative Agent and delivery to the Administrative Agent of (1)
all documents reasonably requested by the Administrative Agent to maintain the validity, perfection
and priority of the



 









 




13


security interests provided for herein and (2) if applicable, a written
supplement to Schedule 4 showing any additional location at which Inventory or Equipment shall be
kept:





(a) change its jurisdiction of organization or the location of its chief executive office or
sole place of business from that referred to in Section 4.4; or




(b) change its name, identity or corporate structure to such an extent that any financing
statement filed by the Administrative Agent in connection with this Agreement would become
seriously misleading.



     5.7 Notices. Such Grantor will advise the Administrative Agent and the Lenders
promptly upon becoming aware thereof, in reasonable detail, of:



          (a) any Lien (other than security interests created hereby or Liens permitted under the Credit
Agreement) on any of the Collateral which would adversely affect the ability of the Administrative
Agent to exercise any of its remedies hereunder; and




          (b) the occurrence of any other event which could reasonably be expected to have a material
adverse effect on the aggregate value of the Collateral or on the security interests created
hereby.




     5.8 Investment Property. (a) If such Grantor shall become entitled to receive or
shall receive any stock certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in
trust for the Secured Parties and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent, if required,
together with an undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or
dissolution of any Issuer (unless, if treated as a Disposition, would be permitted under the Credit
Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional
collateral security for the Obligations, and in case any distribution of capital shall be made on
or in respect of the Investment Property or any property shall be distributed upon or with respect
to the Investment Property pursuant to the recapitalization or reclassification of the capital of
any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless
otherwise subject to a perfected security interest in favor of the Administrative Agent, be
delivered to the Administrative Agent to be held by it hereunder as additional collateral security
for the Obligations. If any sums of money or property so paid or distributed in respect of the
Investment Property shall be received by such Grantor, such Grantor shall, until such money or
property is paid or delivered to the Administrative Agent, hold such money or property in trust for
the Secured Parties, segregated from other funds of such Grantor, as additional collateral security
for the Obligations.



          (b) Without the prior written consent of the Administrative Agent, such Grantor will not,
except as otherwise permitted under the Credit Agreement (i) vote to enable, or take any other
action to permit, any Issuer to issue any stock or other equity securities of any nature or to
issue any other
securities convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds
thereof, (iii) create, incur or permit to





 









 




14




exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Investment Property or Proceeds thereof, or any interest
therein, except for the security interests created by this Agreement or (iv) enter into any
agreement or undertaking restricting the right or ability of such Grantor or the Administrative
Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.




          (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be
bound by the terms of this Agreement relating to the Investment Property issued by it and will
comply with such terms insofar as such terms are applicable to it, (ii) it will notify the
Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 5.8(a) with respect to the Investment Property issued by it and (iii) the terms of Sections
6.3(c) and 6.6(b) shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 6.3(c) or 6.6(b) with respect to the Investment
Property issued by it.




          (d) Each Grantor agrees that it will take no action to cause or permit any equity interest
which is Collateral issued by a partnership or limited liability company to become a “security”
within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), or to be
evidenced by a certificate representing any such equity interest and agrees that if,
notwithstanding the foregoing, any such equity interest shall be or become a Security, the Grantors
shall take such action as may be necessary to ensure that at all times the Administrative Agent has
a fully perfected first priority security interest therein.




     5.9 Receivables. (a) Other than in the ordinary course of business, such Grantor
will not (i) grant any extension of the time of payment of any material Receivable, (ii) compromise
or settle any material Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any material Receivable, (iv) allow any credit or
discount whatsoever on any material Receivable or (v) amend, supplement or modify any material
Receivable in any manner that could adversely affect its material Receivables taken as a whole.



          (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand,
notice or document received by it that questions or calls into doubt the validity or enforceability
of more than 10% of the aggregate amount of the then outstanding Receivables.




     5.10 Intellectual Property. (a) Such Grantor (either itself or through licensees)
will (i) continue to use each material Trademark on each and every trademark class of goods
applicable to its current line as reflected in its current catalogs, brochures and price lists in
order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such Trademark, (iii)
use such Trademark with the appropriate notice of registration and all other notices and legends
required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly
similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable
benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to
this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.



          (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any
act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.




          (c) Such Grantor (either itself or through licensees) (i) will employ each material Copyright
and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby any material Copyright may become invalidated or otherwise




 









 






15


impaired. Such Grantor will not (either itself or through licensees) do any act whereby any
material Copyright may fall into the public domain.




          (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses
any material Intellectual Property to infringe the intellectual property rights of any other
Person.




          (e) Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows,
or has reason to know, that any application or registration relating to any material Intellectual
Property may become forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court or tribunal in any country) regarding such
Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s
right to register the same or to own and maintain the same.




          (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application for the registration of any Intellectual Property with the
United States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within five Business Days after the last day of the fiscal
quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall
execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers
as the Administrative Agent may request to evidence the Secured Parties’ security interest in any
Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby.




          (g) Such Grantor will take all reasonable and necessary steps, including, without limitation,
in any proceeding before the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency in any other country or any political subdivision thereof,
to maintain and pursue each application (and to obtain the relevant registration) of Intellectual
Property that it decides to register with a Governmental Authority and to maintain each such
registration of the material Intellectual Property, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability.




          (h) In the event that any material Intellectual Property is infringed, misappropriated or
diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably
deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the Administrative Agent after
it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief
where appropriate and to recover any and all damages for such infringement, misappropriation or
dilution.




     5.11 Commercial Tort Claims. (a) If such Grantor shall obtain an interest in any
Commercial Tort Claim with a potential value in excess of $3,000,000, such Grantor shall within 30
days of obtaining such interest sign and deliver documentation reasonably acceptable to the
Administrative Agent granting a security interest under the terms and provisions of this Agreement
in and to such Commercial Tort Claim. Upon the filing of a financing statement covering such
Commercial Tort Claim against such Grantor in the jurisdiction specified in Schedule 3 hereto, the
security interest granted in such Commercial Tort Claim will constitute a valid perfected security
interest in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security
for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor,
which security interest shall be prior to all other



 









 





16


Liens on such Collateral except for unrecorded
liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by
operation of law.




SECTION 6. REMEDIAL PROVISIONS




     6.1 Certain Matters Relating to Receivables. (a) At the Administrative Agent’s
reasonable request, at any time after the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall have the right to make test verifications of the
Receivables in any manner and through any medium that it reasonably considers advisable, and each
Grantor shall furnish all such assistance and information as the Administrative Agent may require
in connection with such test verifications. At any time after the occurrence and during the
continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of
the relevant Grantor, such Grantor shall cause independent public accountants or others
satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the Receivables.



          (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s
Receivables, subject to the Administrative Agent’s direction and control after the occurrence and
during the continuance of an Event of Default, and the Administrative Agent may curtail or
terminate said authority at any time after the occurrence and during the continuance of an Event of
Default. If required by the Administrative Agent at any time after the occurrence and during the
continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i)
shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the
exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a
Collateral Account maintained under the sole dominion and control of the Administrative Agent,
subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as
provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for
the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of
Receivables shall be accompanied by a report identifying in reasonable detail the nature and source
of the payments included in the deposit.




          (c) At the Administrative Agent’s request, after the occurrence and during the continuance of
an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other
documents evidencing, and relating to, the agreements and transactions which gave rise to the
Receivables, including, without limitation, all original orders, invoices and shipping receipts.




     6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative
Agent in its own name or in the name of others may at any time after the occurrence and during the
continuance of an Event of Default communicate with obligors under the Receivables to verify with
them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables.



          (b) Upon the request of the Administrative Agent at any time after the occurrence and during
the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that
the Receivables have been assigned to the Administrative Agent for the ratable benefit of the
Secured Parties and that payments in respect thereof shall be made directly to the Administrative
Agent.




          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Receivables (or any agreement giving rise thereto) to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the
terms of any agreement giving rise thereto. No Secured Party shall have any obligation or
liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out
of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall
any Secured Party be obligated in





 









 





17



any manner to perform any of the obligations of any Grantor under
or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.




     6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be
continuing and the Administrative Agent shall have given notice to the relevant Grantor of the
Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each
Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and
all payments made in respect of the Pledged Notes, in each case paid in the normal course of
business of the relevant Issuer, to the extent not prohibited in the Credit Agreement, and to
exercise all voting and corporate rights with respect to the Investment Property; provided,
however, that no vote shall be cast or corporate or other organizational right exercised or other
action taken which, would reasonably be expected to impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Credit Agreement, this
Agreement or any other Loan Document.



          (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall
give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the
Administrative Agent shall have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Investment Property and make application thereof to the Obligations
in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be
registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or
its nominee may thereafter exercise (1) all voting, corporate and other rights pertaining to such
Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise
and (2) any and all rights of conversion, exchange and subscription and any other rights,
privileges or options pertaining to such Investment Property as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion any and all of the
Investment Property upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or
the Administrative Agent of any right, privilege or option pertaining to such Investment Property,
and in connection therewith, the right to deposit and deliver any and all of the Investment
Property with any committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all without liability except
to account for property actually received by it, but the Administrative Agent shall have no duty to
any Grantor to exercise any such right, privilege or option and shall not be responsible for any
failure to do so or delay in so doing.




          (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property
pledged by such Grantor hereunder to (i) comply with any instruction received by it from the
Administrative Agent in writing that (1) states that an Event of Default has occurred and is
continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other
or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully
protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends
or other payments with respect to the Investment Property directly to the Administrative Agent.




     6.4 Proceeds to be Turned Over to Administrative Agent. In addition to the rights of
the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event
of
Default shall occur and be continuing, at the request of the Administrative Agent, all
Proceeds received by any Grantor consisting of cash, checks and other Instruments shall be held by
such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and
shall, forthwith upon receipt by such



 









 





18


Grantor, be turned over to the Administrative Agent in the
exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required). All Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion and control. All
Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in
trust for the Secured Parties) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.




     6.5 Application of Proceeds. At such intervals as may be agreed upon by the Borrower
and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at
any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any
part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following
order (it being understood that any application of such Proceeds constituting Collateral by the
Administrative Agent towards the payment of the Obligations shall be made in the following order):




     First, to pay incurred and unpaid fees and expenses of the Administrative Agent
under the Loan Documents;




     Second, to the Administrative Agent, for application by it towards payment of
amounts then due and owing and remaining unpaid in respect of the Obligations, pro
rata among the Secured Parties according to the amounts of the Obligations then due
and owing and remaining unpaid to the Secured Parties; and




     Third, any balance of such Proceeds remaining after the Obligations (other than
Unasserted Contingent Obligations) shall have been paid in full, no Letters of Credit shall
be outstanding and the Commitments shall have terminated, shall be paid over to the Borrower
or to whomsoever may be lawfully entitled to receive the same. For purposes of this
Section, to the extent that any Obligation is unmatured, unliquidated or contingent (other
than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant
to clause Second above, the Administrative Agent shall allocate a portion of the
amount to be distributed pursuant to such clause for the benefit of the Secured Parties
holding such Obligations and shall hold such amounts for the benefit of such Secured Parties
until such time as such Obligations become matured, liquidated and/or payable, at which time
such amounts shall be distributed to the holders of such Obligations to the extent necessary
to pay such Obligations in full (with any excess to be distributed in accordance with this
Section as if distributed at such time). In making determinations and allocations required
by this Section, the Administrative Agent may conclusively rely upon information provided to
it by the holder of the relevant Obligations (which, in the case of the immediately
preceding sentence) shall be a reasonable estimate of the amount of the Obligations) and
shall not be required to, or be responsible for, ascertaining the existence of or amount of
any Obligations.



     6.6 Code and Other Remedies. (a) If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition
to all other rights and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured
party under the New York UCC or any other applicable law. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other demand, presentment,
protest,
advertisement or notice of any kind (except any notice required by law referred to below) to
or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof,



 









 





19


and/or may forthwith sell, lease, assign,
give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale
or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or
on credit or for future delivery without assumption of any credit risk. Any Secured Party shall
have the right upon any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in any Grantor, which right or equity is hereby waived and
released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the
Collateral and make it available to the Administrative Agent at places which the Administrative
Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative
Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after
deducting all reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Secured Parties hereunder, including, without limitation,
reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the
Obligations, in accordance with Section 6.5, and only after such application and after the payment
by the Administrative Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account
for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor
waives all claims, damages and demands it may acquire against any Secured Party arising out of the
exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.




     (b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public
sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities
Act and applicable state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for investment and not with a
view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such
private sale may result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner. The Administrative Agent shall be under no
obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit
the Issuer thereof to register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.



     6.7 Waiver; Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations
and the fees and disbursements of any attorneys employed by any Secured Party to collect such
deficiency.



     6.8 FCC Compliance. (a) Notwithstanding anything to the contrary in this Agreement,
the Administrative Agent shall not, without first obtaining the approval of the applicable
Communications Regulatory Authority, take any action under this Agreement that would require, under
the Communications Act or any other Requirements of Law applicable at the time, such prior approval
of such Communications Regulatory Authority. In connection with taking any action pursuant to this
Agreement (including determining whether an approval of a Communications Regulatory Authority is
required in connection therewith), the Administrative Agent shall be entitled to rely on the advice
of FCC
or other regulatory counsel experienced in giving such advice selected by the Administrative
Agent (whether or not the advice rendered is ultimately determined to be accurate).



 









 





20


          (b) If the approval of any Communications Regulatory Authority is required in connection with
any action taken by the Administrative Agent (including any of its respective agents, officers and
attorneys) in the exercise of rights and remedies hereunder with respect to the Collateral, the
Grantors shall use all commercially reasonable efforts to obtain each such approval and to
cooperate with the Administrative Agent in any action to obtain such approval. Each Grantor shall,
at any time following the occurrence of a Default or Event of Default which is continuing, upon the
written request of the Administrative Agent, execute and deliver (or cause the execution and
delivery of) all relevant applications, certificates, instruments, agreements and other documents
which are required to be filed in connection with obtaining any required approval of each
Communications Regulatory Authority and take such other action as the Administrative Agent may
request in connection therewith, provided that if any such Grantor fails to execute and
deliver any such applications, certificates, instruments, agreements or other documents, then, on
the order of any court or other forum of competent jurisdiction, the clerk of the court (or officer
any other such forum) which has jurisdiction may execute any such applications, certificates,
instruments, agreements or other documents on behalf of such Grantor. Each Grantor shall, upon the
written request of the Administrative Agent, execute and deliver such documents and take such other
action as may be required to enable the Administrative Agent (including any of its respective
agents, officers and attorneys), to obtain any required consent from a Communications Regulatory
Authority for the Administrative Agent, through any receiver, trustee or otherwise, to operate any
System pending the sale or other disposition of such System hereunder. Each Grantor acknowledges
and agrees that (i) each FCC License, franchise and other similar agreements or Authorizations of
any Communications Regulatory Authority are unique assets which (or the control of which) may have
to be transferred to a Person in order for the Administrative Agent and the Secured Parties to
adequately realize the full amount of the Obligations from the Collateral and (ii) that the breach
of this Section 6.8 by any Grantor would result in irreparable harm to the Administrative Agent and
the Secured Parties for which monetary damages are not readily ascertainable and which might not
adequately compensate the Administrative Agent and the Secured Parties. Therefore in addition to
any remedy which the Administrative Agent and the Secured Parties may have at law or in equity, the
Administrative Agent and the Secured Parties shall have the remedy of specific performance by the
Grantors of the provisions of this Section 6.8 and each Grantor hereby waives, and agrees to waive,
any claim or defense that the Administrative Agent and the Secured Parties would have an adequate
remedy at law for the breach by it of this Section 6.8 and any requirement for posting of a bond or
other certificate.




SECTION 7. THE ADMINISTRATIVE AGENT




     7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc.. (a) Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and instruments which may be
necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the
generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and
right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of
the following:




	 	(i)	 	in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Receivable or with
respect to any other Collateral and file any claim or take any other action or
proceeding in any court of
law or equity or otherwise deemed appropriate by the Administrative Agent for
the purpose of collecting any and all such moneys due under any Receivable or
with respect to any other Collateral whenever payable;




 









 




21



	 	(ii)	 	in the case of any Intellectual Property, execute and deliver,
and have recorded, any and all agreements, instruments, documents and papers as
the Administrative Agent may request to evidence the Secured Parties’ security
interest in such Intellectual Property and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby;
	 
	 	(iii)	 	pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;
	 
	 	(iv)	 	execute, in connection with any sale provided for in Section
6.6, any indorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral;
	 
	 	(v)	 	(1) direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent
shall direct; (2) ask or demand for, collect, and receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral; (3) sign and
indorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral; (4) commence and
prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect the Collateral or any portion thereof and to
enforce any other right in respect of any Collateral; (5) defend any suit,
action or proceeding brought against such Grantor with respect to any
Collateral; (6) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as
the Administrative Agent may deem appropriate; (7) assign any Copyright, Patent
or Trademark (along with the goodwill of the business to which any such
Copyright, Patent or Trademark pertains), throughout the world for such term or
terms, on such conditions, and in such manner, as the Administrative Agent
shall in its sole discretion determine; and (8) generally, sell, transfer,
pledge and make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Administrative Agent were the
absolute owner thereof for all purposes, and do, at the Administrative Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts
and things which the Administrative Agent deems necessary to protect, preserve
or realize upon the Collateral and the Secured Parties’ security interests
therein and to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do; and
	 
	 	(vi)	 	license or sublicense whether on an exclusive or non-exclusive
basis, any Intellectual Property for such term and on such conditions and in
such manner as the Administrative Agent shall in its sole judgment determine
and, in connection therewith, such Grantor hereby grants to the Administrative
Agent for the benefit of the Secured Parties a royalty-free, world-wide
irrevocable license of its Intellectual Property.





     Anything in this Section 7.1 (a) to the contrary notwithstanding, the Administrative Agent
agrees that it will not exercise any rights under the power of attorney provided for in this
Section 7.1(a) unless an Event of Default shall have occurred and be continuing.



 









 





22


          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.




          (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as
provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate
per annum at which interest would then be payable on past due Term Loans that are Base Rate Loans
under the Credit Agreement, from the date of payment by the Administrative Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on
demand.




          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.




     7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. No Secured Party nor any of
their respective officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to the Collateral or any part
thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured
Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to
exercise any such powers. The Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they nor any of 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 willful misconduct.



     7.3 Recording of Financing Statements. Pursuant to any applicable law, each Grantor
authorizes the Administrative Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the signature of such
Grantor in such form and in such offices as the Administrative Agent determines appropriate to
perfect the security interests of the Administrative Agent under this Agreement. Each Grantor
authorizes the Administrative Agent to use the collateral description “all personal property” or
“all assets” in any such financing statements. Each Grantor hereby ratifies and authorizes the
filing by the Administrative Agent of any financing statement with respect to the Collateral made
prior to the date hereof.



     7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect to any action taken
by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting
or arising out of this Agreement shall, as between the Secured Parties, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be
conclusively presumed to be
acting as agent for the Secured Parties with full and valid authority so to act or refrain
from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.



 









 





23


SECTION 8. MISCELLANEOUS




     8.1 Amendments in Writing. None of the terms or provisions of this Agreement may
be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 of
the Credit Agreement; provided, that, no such waiver amendment, supplement or modification
shall require the consent of any Qualified Counterparty except as expressly provided in Section
11.1 of the Credit Agreement.



     8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or
any Grantor hereunder shall be effected in the manner provided for in Section 11.2 of the Credit
Agreement.



     8.3 Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any
act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by any
Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy which such Secured Party would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.



     8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay, or
reimburse each Secured Party for, all its reasonable out-of-pocket costs and expenses incurred in
collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing
or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor
is a party, including, without limitation, the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Secured Party and of counsel to the
Administrative Agent.



          (b) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated by this Agreement.




          (c) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement to the extent the Borrower would be
required to do so pursuant to Section 11.5 of the Credit Agreement.




          (d) The agreements in this Section shall survive repayment of the Obligations and all other
amounts payable under the Credit Agreement and the other Loan Documents.




     8.5 Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the other
Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or
delegate any of its rights or obligations under this Agreement without the prior written consent of
the Administrative
Agent. By accepting the benefits of the Loan Documents, each Qualified Counterparty agrees to
be bound by all of the applicable provisions thereof. Without limiting the foregoing, no Qualified
Counterparty shall be entitled to the benefits of this Agreement unless such Qualified Counterparty
shall



 









 




24


have executed and delivered to the Administrative Agent a written instrument in form and
substance satisfactory to the Administrative Agent with respect to its obligations under the Loan
Documents.




     8.6 Set-Off. Each Grantor hereby irrevocably authorizes each Agent and each Lender at
any time and from time to time while an Event of Default pursuant to Section 9(a) of the Credit
Agreement shall have occurred and be continuing, without notice to such Grantor or any other
Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Secured Party to or for the credit or the account of such Grantor, or any part thereof in such
amounts as such Agent or such Lender may elect, against and on account of the obligations and
liabilities of such Grantor to such Agent or such Lender hereunder and claims of every nature and
description of such Agent or such Lender against such Grantor, in any currency, whether arising
hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such Agent or such
Lender may elect, whether or not any Secured Party has made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured. Each Agent and each
Lender shall notify such Grantor promptly of any such set-off and the application made by such
Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each Agent and each Lender
under this Section are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Agent or such Lender may have.



     8.7 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.



     8.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     8.9 Section Headings. The Section headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



     8.10 Integration. This Agreement and the other Loan Documents represent the agreement
of the Grantors and the Secured Parties with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or warranties by any Secured Party relative to
subject matter hereof and thereof not expressly set forth or referred to herein or in the other
Loan Documents.



     8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and
unconditionally:



          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of





 









 





25



New York, the courts of the United States of America for the Southern District of New
York, and appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.




     8.13 Acknowledgements. Each Grantor hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;




          (b) no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of
or in connection with this Agreement or any of the other Loan Documents, and the relationship
between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and




          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and
the Secured Parties.




     8.14 Additional Grantors. Each Subsidiary of the Borrower that is required to become
a party to this Agreement pursuant to Section 7.10 of the Credit Agreement shall become a Grantor
for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.



     8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the
other Obligations (other than Unasserted Contingent Obligations and obligations under or in respect
of Hedge Agreements) shall have been paid in full, the Commitments shall have been terminated and
each outstanding Letter of Credit shall have been terminated or cash collateralized in a manner
satisfactory to the Administrative Agent and, the net termination liability under or in respect of,
and other amounts due and payable under, Specified Hedge Agreements at such time shall have been
paid in full or secured by a collateral arrangement satisfactory to the Qualified Counterparty in
its sole discretion, the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance of any act by any
party, and all rights to the Collateral shall revert to the Grantors. At the request and sole
expense of any Grantor following any such termination, the Administrative Agent shall deliver to
such Grantor any Collateral



 









 




26


held by the Administrative Agent hereunder, and execute and deliver to
such Grantor such documents as such Grantor shall reasonably request to evidence such termination.




          (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any
Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the
request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases,
lien subordinations or other documents reasonably necessary or desirable for the release or
subordination of the Liens created hereby on such Collateral. At the request and sole expense of
the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event
that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise
disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower
shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of
the proposed release, a written request for release identifying the relevant Subsidiary Guarantor
and the terms of the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the Borrower stating
that such transaction is in compliance with the Credit Agreement and the other Loan Documents.




     8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF,
EACH AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.



 









 





27


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



	 	 	 	 	 
	 	 	AMERICAN CELLULAR CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Ronald L. Ripley
	 

	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	ACC LEASE CO., LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald L. Ripley
	 

	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley
	 

	 	 	 	Title: Co-Manager
	 
	 	 	 	 
	 	 	ACC HOLDINGS, LLC
	 
	 	 	 	 
	 	 	By: Dobson Communications Corporation, its sole

member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald L. Ripley
	 

	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley
	 

	 	 	 	Title: Vice President






 









 




28



Accepted and agreed by:




BEAR STEARNS CORPORATE LENDING INC.,

as Administrative Agent




	 	 	 	 	 
	By:

	 	/s/ Victor Bulzacchelli
 

	 	 
	 

	 	Name: Victor Bulzacchelli	 	 
	 

	 	Title: Vice President	 	 






 









 







6



Annex I

to

Guarantee and Collateral Agreement




          ASSUMPTION AGREEMENT, dated as of                     , 20___, made by
                                        , a                      (the “Additional Grantor”), in favor of
BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent. All capitalized terms not defined
herein shall have the meaning ascribed to them in the Credit Agreement referred to below.




W I
T N E S S E T H:




          WHEREAS, American Cellular Corporation, a Delaware corporation (the “Borrower”), the
Lenders, the Subsidiary Guarantors, ACC Holdings, LLC, an Oklahoma limited liability company
(“Holdings”), as Guarantor and the Administrative Agent have entered into a Credit
Agreement, dated as of August 7, 2006 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”);




          WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates
(other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated
as of August 7, 2006 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit
of the Secured Parties;




          WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and




          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guarantee and Collateral Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Guarantee and Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral
Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in Schedules to the Guarantee and Collateral Agreement. The Additional
Grantor hereby represents and warrants that each of the representations and warranties contained in
Section 4 of the Guarantee and Collateral Agreement is true and correct with respect to itself on
and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of
such date.




          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




 









 







7



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



	 	 	 	 	 	 	 
	 	 	[ADDITIONAL GRANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






Annex II

to

Guarantee and Collateral Agreement




ACKNOWLEDGEMENT AND CONSENT




     The undersigned hereby acknowledges receipt of a copy of the Guarantee and
Collateral Agreement dated as of August 7, 2006 (the “Agreement”), made
by the Grantors parties thereto for the benefit of BEAR STEARNS CORPORATE
LENDING INC., as Administrative Agent.


The undersigned agrees for the benefit of the Secured Parties as follows:





	1.	 	The undersigned will be bound by the terms of the Agreement and will comply
with such terms insofar as such terms are applicable to the undersigned.
	 
	2.	 	The undersigned will notify the Administrative Agent promptly in writing of
the occurrence of any of the events described in Section 5.8(a) of the
Agreement.




3. The terms of Sections 6.3(a) and 6.6(b) of the Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be
required of it pursuant to Sections 6.3(a) or 6.6(b) of the Agreement.




	 	 	 	 	 
	 	 	[NAME OF ISSUER]
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Fax:	 	 
	 

	 	 	 	 






i