EXHIBIT 10.34
SUBSIDIARY PLEDGE AGREEMENT
(BLAYA, INC.)
PLEDGE AGREEMENT, dated as of September 11, 1998, made by BLAYA, INC., a
Delaware corporation (the "PLEDGOR"), in favor of CANADIAN IMPERIAL BANK OF
COMMERCE, as agent (in such capacity, the "AGENT") for the several banks and
other financial institutions (the "LENDERS") from time to time parties to the
Credit Agreement, dated as of July 8, 1998 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among RADIO UNICA
HOLDINGS, CORP., a Delaware corporation (the "PARENT"), RADIO UNICA CORP. (the
"BORROWER"), the Lenders and the Agent.
W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Loans to the Borrower upon the terms and subject to the
conditions set forth therein, to be evidenced by the Notes issued by the
Borrower thereunder; and
WHEREAS, the Pledgor has guaranteed the obligations of the Borrower
described above pursuant to the Guarantee, dated as of September 11, 1998,
executed by the Pledgor (as amended, supplemented or otherwise modified from
time to time, the "GUARANTEE"); and
WHEREAS, the Pledgor is the legal and beneficial owner of all the shares of
Pledged Stock (as hereinafter defined) issued by each of the Issuers (as
hereinafter defined); and
WHEREAS, Pledgor is, or from time to time may become, the beneficiary of
Pledged Promissory Notes (as hereinafter defined); and
WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective Loans to the Borrower under the Credit Agreement that the
Borrower shall have executed and delivered this Pledge Agreement to the Agent
for the ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises and to induce the Agent
and the Lenders to enter into the Credit Agreement and the Lenders to make their
respective Loans under the Credit Agreement, the Pledgor hereby agrees with the
Agent, for the ratable benefit of the Lenders, as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein are used as defined therein, and the following
terms shall have the following meanings:
"CODE" shall mean the Uniform Commercial Code from time to time in effect
in the State of New York.
"COLLATERAL" shall mean the Pledged Stock, the Pledged Promissory Notes and
all Proceeds.
"GUARANTEE OBLIGATIONS" shall mean all obligations of the Pledgor under the
Guarantee including, without limitation, in respect of the Obligations (as
defined in the Credit Agreement) to the extent set forth in the Guarantee.
"ISSUERS" shall mean the collective reference to the Issuers listed on
Schedule I hereto.
"PLEDGE AGREEMENT" shall mean this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"PLEDGED PROMISSORY NOTES" shall mean any now existing or future promissory
note or instrument executed by a Person in favor of the Pledgor other than any
intercompany notes or instrument executed by any Loan Party in favor of another
Loan Party in accordance with Section 6.2(d) of the Credit Agreement.
"PLEDGED STOCK" shall mean the shares of capital stock of the Issuers
listed on Schedule I hereto, together with all stock certificates, options or
rights of any nature whatsoever that may be issued or granted by the Issuers to
the Borrower while this Pledge Agreement is in effect.
"PROCEEDS" means all "proceeds" as such term is defined in Section 9-306(1)
of the Code and, in any event, shall include, without limitation, all dividends
or other income from the Pledged Stock, collections thereon or distributions
with respect thereto.
2. PLEDGE; GRANT OF SECURITY INTEREST. The Pledgor hereby delivers to
the Agent, for the ratable benefit of the Lenders, all the Pledged Stock and the
Pledged Promissory Notes endorsed as described in Section 4 below, and hereby
grants to the Agent, for the ratable benefit of the Lenders, a first priority
security interest in 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 the Guarantee Obligations.
3. STOCK POWERS. Concurrently with the delivery to the Agent of each
certificate representing one or more shares of Pledged Stock to the Agent, the
Pledgor shall deliver an undated stock power covering such certificate, duly
executed in blank by the Pledgor.
4. ENDORSEMENT. Concurrently with the delivery of the Pledged Promissory
Notes to the Agent, the Pledgor shall deliver an undated endorsement carrying
such Pledged Promissory Notes, duly executed in blank by the Pledgor.
5. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants
that:
(a) the shares of Pledged Stock listed on Schedule I constitute all the
issued and outstanding shares of each class of the Capital Stock of each Issuer;
(b) all the shares of Pledged Stock have been duly and validly issued and
are fully paid and nonassessable;
(c) the Pledgor is the sole record and beneficial owner of, and has good
and marketable title to, the Pledged Stock listed on Schedule I, free of any and
all Liens or options in favor of, or claims of, any other Person, except the
Lien created by this Pledge Agreement; and
(d) to the extent in existence on the date hereof, the Pledgor is the sole
legal and beneficial holder of the Pledged Promissory Notes free and clear of
any and all Liens or options in favor of, or claims of, any other person, except
the Lien created by this Pledge Agreement;
(e) upon delivery to the Agent of the Pledged Promissory Notes and the
stock certificates evidencing the Pledged Stock, the Lien granted pursuant to
this Pledge Agreement will constitute a valid, perfected first priority Lien on
the Collateral, enforceable as such against all creditors of the Pledgor and any
Persons purporting to purchase any Collateral from the Pledgor, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).
(f) The chief executive office of the Pledgor and the office where the
Pledgor keeps its records concerning the Pledged Promissory Notes and all
contracts relating thereto is located at 8400 N.W. 52nd Street, Suite 101,
Miami, Florida 33166. The Pledgor shall not establish a new location for its
chief executive office or change its name until (i) it has given to the Agent
not less than 30 days' prior written notice of its intention to do so, clearly
describing such new location or specifying such new name, as the case may be,
and (ii) with respect to such new location or such new name, as the case may be,
it shall have all action, satisfactory to the Agent, to maintain the security
interest of the Agent in the Collateral intended to be granted hereby at all
times fully perfected and in full force and effect.
6. COVENANTS. The Pledgor covenants and agrees with the Agent and the
Lenders that, from and after the date of this Pledge Agreement until the
Guarantee Obligations are paid in full and the Commitments are terminated:
(a) If the Pledgor shall, as a result of his ownership of the Pledged
Stock, 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, 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, the Pledgor shall accept the same as the agent of the Agent and the
Lenders, hold the same in trust for the Agent and the Lenders and deliver the
same forthwith to the Agent in the exact form received, duly endorsed by the
Pledgor to the Agent, if required, together with an undated stock power covering
such certificate duly executed in blank by the Pledgor and with, if the Agent so
requests, signature guaranteed, to be held by the Agent, subject to the terms
hereof, as additional collateral security for the Guarantee Obligations. Any
sums paid upon or in respect of the Pledged Stock upon the liquidation or
dissolution of any Issuer shall be paid over to the Agent to be held by it
hereunder as additional collateral security for the Guarantee Obligations, and
in case any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect to the
Pledged Stock pursuant to the recapitalization or reclassification of the
capital of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall be delivered to the Agent to be held by it hereunder as
additional collateral security for the Guarantee Obligations. If any sums of
money or property so paid or distributed in respect of the Pledged Stock shall
be received by the Pledgor, the Pledgor shall, until such money or property is
paid or delivered to the Agent, hold such money or property in trust for the
Lenders, segregated from other funds of the Pledgor, as additional collateral
security for the Guarantee Obligations.
(b) If the Pledgor shall become entitled to receive or shall have
received any Pledged Promissory Notes, the Pledgor shall accept the same as the
agent of the Agent and the Lenders, hold the same in trust for the Agent and the
Lenders and deliver the same forthwith to the Agent in the exact form received,
together with an undated endorsement covering such Promissory Note duly executed
in blank by the Pledgor, to be held by the Agent, subject to the terms hereof,
as additional collateral security for the Guarantee Obligations. Any sums paid
upon or in respect of any Pledged Promissory Note upon the bankruptcy,
liquidation or dissolution of any of the makers of any such Pledged Promissory
Notes shall be paid over to the Agent to be held by it hereunder as additional
collateral security for the Guarantee Obligations. If any sums of money or
property so paid in respect of any such Pledged Promissory Notes shall be
received by the Pledgor, the Pledgor shall, until such money or property is paid
or delivered to the agent, hold such money or property in trust for the agent
and Lenders, segregated from other funds of the Pledgor, as additional
collateral security for the Guarantee Obligations.
(c) Without the prior written consent of the Agent, the Pledgor will
not (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 Collateral, or (iii) create, incur or permit to exist any other
Lien or option in favor of, or any claim of any Person with respect to, any of
the Collateral, or any interest therein, except for the Lien provided for by
this Pledge Agreement. The Pledgor will defend and will indemnify and hold
harmless the Agent and the Lenders against the claims and demands of all Persons
whomsoever with respect to any claim arising from or in connection with the
right, title and interest of the Agent and the Lenders in and to the Collateral.
(d) At any time and from time to time, upon the written request of
the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and
duly execute and deliver such further instruments and documents and take such
further actions as the Agent may reasonably request for the purposes of
obtaining or preserving the full benefits of this Pledge Agreement and of the
rights and powers herein granted. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note,
other instrument or chattel paper, such note, instrument or chattel paper shall
be immediately delivered to the Agent, duly endorsed in a manner satisfactory to
the Agent, to be held as Collateral pursuant to this Pledge Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Lenders
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamps, 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 Pledge Agreement.
(f) The Pledgor agrees that within 30 days of any corporation
becoming a Subsidiary (as defined in the Credit Agreement) in the case of shares
of stock of such Subsidiary, it shall (i) upon the request of the Agent, deliver
to the Agent all such shares owned by the Pledgor, together with appropriate
undated stock powers duly executed in blank, and (ii) execute and deliver a new
pledge agreement (or a supplement to this Pledge Agreement) covering such
shares. Upon such delivery, such shares shall constitute a representation and
warranty as of the date of such delivery that the representations and warranties
contained in SECTION 5 above are true and correct on such date after giving
effect to such delivery. The Pledgor shall also furnish to the Lenders such
legal opinions confirming such representations and warranties as the Agent or
any Lender may reasonably request, which opinions shall not be broader in scope
than those with respect to this Agreement delivered to the Lenders on the
Closing Date (as defined in the Credit Agreement).
7. CASH DIVIDENDS; VOTING RIGHTS. Unless a Default shall have
occurred and be continuing (or, solely with respect to dividends permitted under
Section 6.7 of the Credit Agreement, an Event of Default), the Pledgor shall be
permitted to RECEIVE ALL cash dividends paid to the extent permitted in the
Credit Agreement, in respect of the Pledged Stock; PROVIDED that any such cash
dividends received by the Pledgor during the pendency of any Default or Event of
Default, as applicable, shall be promptly returned to the Issuers and any such
cash dividends received during the pendency of any Event of Default or during
the pendency of a Default but not returned prior to such Event of Default shall
be promptly delivered to the Agent. Unless an Event of Default shall have
occurred and be continuing, the Pledgor shall be permitted to exercise all
voting and corporate rights with respect to the Pledged Stock; PROVIDED that no
vote shall be cast or corporate right exercised or other action taken which, in
the Agent's reasonable judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Credit
Agreement, the Notes, the other Loan Documents or this Pledge Agreement.
8. RIGHTS OF THE LENDERS AND THE AGENT. (a) If an Event of Default
shall occur and be continuing and the Agent shall give notice of its intent to
exercise such rights to the Pledgor, (i) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Guarantee Obligations in such order as the Agent may
determine and (ii) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee, and the Agent or its nominee may thereafter
exercise (A) all voting, corporate and other rights pertaining to such shares of
the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and
(B) any and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to such shares of the Pledged Stock as
if it were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by the Pledgor or
the Agent of any right, privilege or option pertaining to such shares of the
Pledged Stock, and in connection therewith, the right to deposit and deliver any
and all the Pledged Stock with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as it may
determine), all without liability to the Agent except to account for property
actually received by it, but the Agent shall have no duty to the Pledgor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.
(b) The rights of the Agent and the Lenders hereunder shall not be
conditioned or contingent upon the pursuit by the Agent or any Lender of any
right or remedy against the Pledgor, the Parent, the Borrower, any Issuer, any
guarantor or against any other Person which may be or become liable in respect
of all or any part of the Guarantee Obligations or against any collateral
security therefor, guarantee therefor or right of offset with respect thereto.
Neither the Agent nor any Lender shall be liable for any failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so, nor shall the Agent be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Pledgor or any other Person or
to take any other action whatsoever with regard to the Collateral or any part
thereof.
9. REMEDIES. If an Event of Default shall occur and be continuing,
the Agent, on behalf of the Lenders, may exercise, in addition to all other
rights and remedies granted in this Pledge Agreement and in any other instrument
or agreement securing, evidencing or relating to the Guarantee Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the 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 the Pledgor, the Parent,
the Borrower, any Issuer 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, and/or may forthwith sell, 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, in the over-the-counter market, at any
exchange, broker's board or office of the Agent or any Lender 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.
The Agent or any Lender 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 the Pledgor, which right or equity is hereby waived or
released. The Agent shall apply any Proceeds from time to time held by it and
the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses of every
kind incurred in respect thereof 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
Agent and the Lenders hereunder, including, without limitation, reasonable
attorneys' fees and disbursements of counsel to the Agent, to the payment in
whole or in part of the Guarantee Obligations, in such order as the Agent may
elect, and only after such application and after the payment by the Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Agent account for the surplus, if any,
to the Pledgor. To the extent permitted by applicable law, the Pledgor waives
all claims, damages and demands it may acquire against the Agent or any Lender
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. The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are
insufficient to pay the Guarantee Obligations and the fees and disbursements of
any attorneys employed by the Agent or any Lender to collect such deficiency.
10. PRIVATE SALES. (a) The Pledgor recognizes that the Agent may be
unable to effect a public sale of any or all the Pledged Stock or the Pledged
Promissory Notes, by reason of certain prohibitions contained in the Securities
Act of 1933 (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. The Pledgor 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 Agent shall be under no
obligation to delay a sale of any of the Pledged Stock or the Pledged Promissory
Notes for the period of time necessary to permit any Issuer or the Pledgor to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer or the Pledgor would agree
to do so.
(b) The Pledgor further agrees to use its reasonable best efforts to
do or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Stock or the Pledged Promissory
Notes pursuant to this SECTION 10 valid and binding and in compliance with any
and all other applicable Requirements of Law. The Pledgor further agrees that a
breach of any of the covenants contained in this SECTION 10 will cause
irreparable injury to the Agent and the Lenders, that the Agent and the Lenders
have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this SECTION 10 shall be specifically
enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to
assert any defenses against an action for specific performance of
such covenants except for a defense that no Event of Default has occurred under
the Credit Agreement.
11. LIMITATION ON DUTIES REGARDING COLLATERAL. The 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 Code or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
securities and property for its own account. None of the Agent, the Lenders or
any of their respective directors, officers, 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 the Pledgor or otherwise.
12. FCC COMPLIANCE. Notwithstanding anything herein to the contrary,
but without limiting or waiving Pledgor's obligations hereunder, the Lenders'
remedies hereunder are subject to the Communications Act of 1934, as amended,
and all applicable rules, regulations and policies of the FCC ("FCC Law"), and
the Agent and the lenders will not take any action pursuant to this Agreement
that would constitute or result in any assignment or transfer of control of any
FCC authorization held by Pledgor if such assignment or transfer of control
would require under then existing FCC Law the prior approval of the FCC, without
first obtaining such approval of the FCC. Pledgor agrees to take any action
which the Agent may reasonably request in order to cause the Agent (on behalf of
the Lenders) to obtain and enjoy the full rights and benefits granted by this
Agreement, including specifically, at the cost and expense of Pledgor, the use
of its commercially reasonable best efforts to assist in obtaining approval of
the FCC or Governmental Authority for an action or transaction contemplated by
this Agreement which are then required by law, and specifically, without
limitation, upon request upon and during the continuance of an Event of Default,
to prepare, sign and file (or cause to be filed) with the FCC or other
Governmental Authority the assignor's, transferor's or controlling person's
portion of any application or applications for consent to (i) the assignment of
any FCC license or transfer or control thereof, (ii) any sale or sales of
property constituting any Collateral by the Agent or on behalf of the Lenders,
or (iii) any assumption by the Agent, the Lenders or their designees of voting
rights or management rights in property constituting any Collateral effected in
accordance with the terms of this Agreement or any other Loan Document.
13. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
14. SEVERABILITY. Any provision of this Pledge 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.
15. SECTION HEADINGS. The Section headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any Lender
shall by any act (except by a written instrument pursuant to SECTION 17 hereof)
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of the Agent or any Lender, 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 the Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Agent or such Lender 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.
17. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW.
None of the terms or provisions of this Pledge Agreement may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Agent; PROVIDED that any provision of this Pledge Agreement
may be waived by the Agent in a letter or agreement executed by the Agent or by
telex or facsimile transmission from the Agent. This Pledge Agreement shall
inure to the benefit of the Agent and the Lenders and their respective
successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
18. NOTICES. Notices may be given by mail, by telex or by facsimile
transmission, addressed or transmitted to the Person to which it is being given
at such Person's address or transmission number set forth in the Credit
Agreement or the Guarantee, as the case may be and shall be effective (a) in the
case of mail, three days after deposit in the postal system, first class postage
pre-paid, and (b) in the case of telex or facsimile notices, when sent. The
Pledgor and the Issuers may change their respective addresses and transmission
numbers by written notice to the Agent.
19. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS. The
Pledgor hereby authorizes and instructs each Issuer to comply with any
instruction received by it from the Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that the Issuers shall be fully protected in so
complying.
20. AUTHORITY OF AGENT. The Pledgor acknowledges that the rights and
responsibilities of the Agent under this Pledge Agreement with respect to any
action taken by the Agent or the exercise or non-exercise by the Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Pledge Agreement
shall, as between the Agent and the Lenders, 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 Agent and the Pledgor, the Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and neither the Pledgor nor any
Issuer shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
21. TERMINATION; RELEASE. Upon the repayment of all the Obligations
in full and the termination of the Commitment, this Pledge Agreement shall
terminate, and the Agent, at the request of and expense of the Pledgor, will
promptly execute and deliver to the Pledgor the proper instruments (including
Uniform Commercial Code termination statements on form UCC-2) acknowledging the
termination of this Pledge Agreement, and will duly assign, transfer and deliver
to the Pledgor (without recourse and without any representation or warranty of
any kind) such of the Collateral as may be in the possession of the Agent and
has not theretofore been disposed of or otherwise applied or released. In
addition, upon payment in full of a Pledged Promissory Note by the maker
thereof, upon request of the Pledgor and after receipt by the Agent in its sole
discretion, the Agent will return such Pledged Promissory Note to the Pledgor
for further delivery to such maker.
22. COUNTERPARTS. This Pledge Agreement may be executed in
counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.
BLAYA, INC.
By /s/ Steven E. Dawson
------------------------------
Name: Steven E. Dawson
Title: Chief Financial Officer
CANADIAN IMPERIAL BANK OF
COMMERCE, as Agent
By /s/ Harold Birk
------------------------------
Name: Harold Birk
Title: EXECUTIVE DIRECTOR
CIBC Oppenheimer Corp., AS AGENT
ACKNOWLEDGMENT AND CONSENT
RADIO UNICA OF HOUSTON LICENSE CORP., a Delaware corporation (the
"COMPANY"), one of the Issuers referred to in the foregoing Pledge Agreement,
hereby acknowledges receipt of a copy thereof, agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
Company agrees to notify the Agent promptly in writing of the occurrence of any
of the events described in SECTION 6(a) of the Pledge Agreement. The Company
further agrees that the terms of SECTION 10(b) of the Pledge Agreement shall
apply to it, MUTATIS MUTANDIS, with respect to all actions that may be required
of it under or pursuant to or arising out of SECTION 10 of the Pledge Agreement.
RADIO UNICA OF HOUSTON LICENSE CORP.
By: /s/ Steven E. Dawson
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Name: Steven E. Dawson
Title: Chief Financial Officer
SCHEDULE 1
PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
Issuer Class of Stock Stock Certificate No. No. of Shares
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Radio Unica of Houston Common Stock 1 100
License Corp.