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LLC Membership Interest Pledge Agreement

This is an actual contract between Interep and Bankboston.

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Sectors: Services, Banking
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: July 02, 1998
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EXHIBIT 10.2







LLC MEMBERSHIP INTEREST PLEDGE AGREEMENT





This LLC MEMBERSHIP INTEREST PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of July 2, 1998, is made by INTEREP NATIONAL RADIO SALES, INC. ("Interep") and MCGAVREN GUILD, INC. ("MG" and, together with Interep, the "Pledgors"), in favor of BANKBOSTON, N.A., as administrative agent (the "Secured Party") for the Lenders that may, from time to time, be parties to that certain Credit Agreement (as defined below).



WHEREAS, the Pledgors, CLEAR CHANNEL RADIO, LLC and CABALLERO SPANISH MEDIA L.L.C (each, an "LLC" and collectively, the "LLCs"), among others, are the Borrowers pursuant to that certain Revolving Line of Credit Agreement, dated of even date herewith (the "Credit Agreement"; capitalized terms not otherwise defined herein shall have the meanings given such term in the Credit Agreement) with the Agent, SUMMIT BANK, as documentation agent, and the Lenders.



WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Pledgors shall pledge their membership interests in the LLCs to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).



WHEREAS, the Pledgors are the legal and beneficial owner of the membership interests of the LLCs (collectively, the "Pledged Interests"), which interests constitute the percentage of all of the membership interests of the LLCs identified in Schedule A.

-------- -



NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



Section 1. Pledge. The Pledgors hereby pledge and grant to the Secured

------ Party, for the ratable benefit of the Lenders, a continuing first priority security interest in all of the Pledgors' now existing or hereafter arising right, title and interest in and to the following property





(collectively, the "Pledged Collateral") to secure all of the Secured Obligations:



(i) the Pledged Interests;



(ii) all distributions, refunds or returns of capital, repayments of

loans or advances, fees, income, profits and other property, interests or

proceeds from time to time received, receivable or otherwise distributed or

owing to the Pledgors in respect of, or in exchange for, any or all of the

Pledged Interests (collectively, "Distributions"); and



(iii) all Proceeds (as defined under the Uniform Commercial Code (the

"UCC") as in effect in any relevant jurisdiction or under other relevant

law) of any of the foregoing (i)-(ii), including, without limitation,

obligations to pay amounts in respect of any Pledged Shares and any other

amounts at any time paid or payable under or in connection with any of the

Pledged Collateral.



Section 2. Secured Obligations. This Agreement secures, and the Pledged

------------------- Collateral is collateral security for, the prompt payment and performance in full when due, whether at stated maturity, by acceleration or otherwise (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy or the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), of (i) all obligations of the Borrowers now or hereafter existing under or in respect of the Credit Documents (as defined in the Credit Agreement) and (ii) all obligations of the Pledgors now or hereafter existing under or in respect of this Agreement (the obligations described in clauses (i) and (ii) are collectively referred to as the "Secured Obligations").



Section 3. No Release. Nothing set forth in this Agreement shall (i)

---------- relieve the Pledgors from the performance of any term, covenant, condition or agreement on the Pledgors' part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person or entity under or in respect of any of the Pledged Collateral, or (ii) impose any obligation on the Secured Party to perform or observe any such term, covenant, condition or agreement on the Pledgor's part to be so performed or observed, or (iii) impose any liability on the Secured Party for any act or omission on the part of the Pledgors relating thereto



or for any breach of any representation or warranty on the part of the Pledgors contained in this Agreement or any other Credit Document. The obligations of the Pledgors contained in this Section 3 shall survive the termination of this Agreement and the discharge of the Pledgors' other obligations hereunder.



Section 4. Supplements; Further Assurances. At any time and from time to

------------------------------- time, at the expense of the Pledgors, the Pledgors shall promptly execute and deliver all further instruments and documents, including supplemental or additional UCC-1 financing statements, and take all further action that may be necessary or that the Secured Party may request, in order to perfect and protect any pledge or security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.





Section 5. Representations and Warranties. The Pledgors represent and

------------------------------ warrant as follows:



(i) The Pledgors are, and at the time of any delivery of any Pledged

Collateral to the Secured Party will be, the legal and beneficial owner of

the Pledged Collateral. All Pledged Collateral is and will be owned by the

Pledgors free and clear of any lien or other encumbrance except for the

lien created by this Agreement.



(ii) The Pledgors have full power, authority and legal right to pledge

all the Pledged Collateral pursuant to this Agreement.



(iii) No consent of any party, and no consent, authorization, approval,

or other action by, and no notice to or filing with, any governmental

authority or other person or entity is required either (a) for the pledge

by the Pledgors of the Pledged Collateral pursuant to this Agreement or for

the execution, delivery or performance of this Agreement by the Pledgors,

(b) for the exercise by the Secured Party of the voting or other rights

provided for in this Agreement, or (c) for the exercise by the Secured

Party of the remedies in respect of the Pledged Collateral pursuant to this





(iv) Each of the Pledgors' chief executive office and principal place

of business is 100 Park Avenue, New York, New York.



(v) As of the date hereof, (a) the Pledged Interests of the LLCs

identified in Schedule A constitute the percentage of membership interests

of the LLC s as identified in Schedule A, and (b) Schedule A constitutes a

---------- ----------

true and complete description of the Pledged Interests.



(vi) The membership interests in the LLCs are not evidenced by any

written certificate. The Pledgors have caused to be filed with the

Secretary of State of the State of New York, and with the county clerk of

the county in which the chief executive office and principal place of

business of each Pledgor, UCC-1 financing statements evidencing the lien

and pledge created by this Agreement, have amended each LLC's operating

agreement to allow for the pledge of the Pledged Interests and have caused

each LLC to record the Secured Party's security interest on the books and

records of such LLC and such actions create a valid and perfected first

priority security interest in the Pledged Collateral securing the payment

of the Secured Obligations.



(vii) There are no other members to any LLC. The Pledgors have

consented to the Secured Party, upon the occurrence of an Event of Default,

exercising any rights of membership in each LLC and consented to Secured

Party electing to become a successor member in each LLC. This Agreement

constitutes the legal, valid and binding obligation of the Pledgors,

enforceable against the Pledgors in accordance with its terms.



(viii) All information set forth herein relating to the Pledged

Collateral is accurate and complete in all respects.



(ix) The Pledgors at all times will be the sole beneficial owner of the

Pledged Collateral.



Section 6. Voting Rights: Distributions: Etc.

---------------------------------



(a) So long as no Event of Default shall have occurred and be continuing:



(i) The Pledgors shall be entitled to exercise any and all voting and

other consensual rights pertaining to the Pledged Interests or any part

thereof for any purpose not inconsistent with the terms or purpose of this

Agreement or any of the other Credit Documents; provided, however, that the

-------- -------

Pledgors shall not in any event exercise such rights in any manner which

may have an adverse effect on the value of the Pledged Collateral or the

security intended to be provided by this Agreement.



(ii) Except as otherwise provided in this Agreement, the Pledgors shall

be entitled to receive and retain, and to utilize free and clear of the

lien of this Agreement, any and all Distributions.



(b) Upon the occurrence and during the continuance of an Event of Default:



(i) All rights of the Pledgors to exercise the voting and other

consensual rights it would otherwise be entitled to exercise pursuant to

Section 6(a)(i) hereof shall immediately cease, and all such rights shall

thereupon become vested in the Secured Party, which shall thereupon have

the sole right to exercise such voting and other consensual rights.



(ii) All rights of the Pledgors to receive Distributions which it would

otherwise be authorized to receive and retain pursuant to Section 6(a)(ii)

hereof shall cease, and all such rights shall thereupon become vested in

the Secured Party, which shall thereupon have the sole right to receive

and hold as Pledged Collateral such Distributions.



(c) The Pledgors shall, at the Pledgors' expense, from time to time, execute and deliver to the Secured Party appropriate instruments as the Secured Party may request in order to permit the Secured Party to exercise the voting and other rights which it may be
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