HomeMy WebLinkAbout01-0291 PARTIES
ebtor name Ilast name first if individual) and mailing address;
JMULUB LICENSING CORP·
)S0 N. PEACHTREE ROAD NW - SUITE 730
TLANTA. GA 30305
ebtor name (last name first if individual) and mailing address:
ebtor name (last name first if individual) and mailing address:
lb
ecured Party(ies) names(s) (last name first if individual( and address
*r security interest information;
EHMAN COMMERCIAL PAPER INC.,
S ADrv~INiETRATIVE AGENT
WORLD FINANCIAL CENTER
EW YORK, NY 10285
ax ID: 13-2501865 2
,ssignee(s) of Secured Party names(s) )lest name first ~f individual) and
:dress for security interest ~nformation:
FINANCING STATEMENT
Uniform Commercial Code Form UCC-1
IMPORTANT-Please read instructions on
reverse side of page 4 before completing
Fi[ing No. (stamped by filing officer): Date, Time, Filing Office (stamped by filing officer)
01- ,2c?/
This Financing Statement is presente[d~rlJfi [~ J~Jfsdent to the Uniform Commercial Code,
and is to be filed with the (check applicable box):
[] Secretary of the Commonwealth·
[] Prothonotary of CUMBERLAND County,
[] Real Estate Records of County,
Number of Additional Sheets (if any):
Optional Special Identification (Max. 1 0 characters):
COLLATERAL
Identify collateral by item and/or type:
See Exhibit A attached hereto and made a part hereof·
2a
pecial Types of Parties (check if applicable}
]The terms "Debtor" and "Secured Party" mean "Lessee" and "Lessor,"
respectively.
]The terms "Debtor" and "Secured Party" mean "Consignee" and
Consignor," respectively.
]Debtor is a Transmitting Utility
SECURED PARTY SIGNATURE(S)
his statement is filed with only the Secured Party's signature to perfect
security interest in collateral (check applicable box(es)}-
.~acquired after a change of name, identity or corporate structure of
the Debtor.
· ~ as to which the filing has lapsed+
· already subject to a secudtv interest in another jurisdiction
E~when the collateral was moved to this county
[~when the Debtor's residence or place of business was moved to
this county.
already subject to a security interest in another jurisdiction
r~when the collateral was moved to Pennsylvania,
C~when the Debtor's location was moved to Pennsylvania.
· [] which is proceeds of the collateral described in block 9, in which a
security interest was previously perfected (also describe proceeds in
block 9, if purchased with cash proceeds and not adequately
described on the original financing statement).
3
Secured Party Signature(s)
(required only if box(es) is checked above):
STANDARD FORM - FORM UCC-1 (7-891
Approved by Secretary of Commonwealth of Pennsylvania
4
[~ (check only if desired) Products of the collateral are also covered 9
Identify related real estate, i' app[icable; The collateral is, or includes (check appropriate box(es))
a. E]crops growing or to be grown on -
b []goods which are or are to become fixtures on -
c. []minerals or the like (including oil and gas) as extracted on
d. [3accounts resulting from the sale of minerals or the like (including oil and gas) at the
wellhead or minehead on -
the following real estate:
Street address:
Described at: Book of (check one) [~Deeds •Mortgages, at Page(s)
for County, Uniform Parcel Identifier
[] Described on Additional Sheet.
Name of record owner (required only if no Debtor has an interest of record):
10
DEBTOR SIGNATURE(S)
Debtor Signature(s): ~/J ~ }
la ,~/'~ ~,,',z~ 91 '¢~-t.y/_[ /~,/~C~ , ~ ~
lb 11
RETURN RECEIPT TO:
C768870~ ~.._~L~-~ ~_ ~
12
SCHEDULE A
Debtor:
Secured Party:
Cumulus Licensing Corp.
c/o Cumulus Media Inc.
3060 N. Peachtree Road NW - Suite 730
Atlanta, Georgia 30305
Lehman Commercial Paper Inc., as
Administrative Agent
3 World Financial Center
New York, New York 10285
(a) The Financing Statement to which this Schedule A relates and is attached
covers the following types (or items) of property now owned or hereafter acquired by the
Debtor or in which the Debtor now has or at any time in the future may acquire any right,
title or interest (collectively, the "Collateral") (the Secured Party, for the ratable benefit
of the Lenders, has been granted a first priority security interest in the Collateral pursuant
to the Guarantee and Collateral Agreement):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) to the extent permitted by applicable law, all FCC Licenses;
(iv) all Documents;
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Deposit Accounts and all deposits therein;
(xii) all Goods and other property not otherwise described above;
(xiii) all books and records pertaining to the Collateral; and
053113-1049-02820-g83FFAL6-UCC
(xiv)
to the extent not otherwise included, all Proceeds and products of any and
all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing.
(b) As used in this Schedule, the following terms, which are defined in the
Uniform Commercial Code in effect in the State of New York on August 31, 1999 (the
"New York UCC"), are used herein as so defined: Accounts, Chattel Paper, Documents,
Equipment, Goods, Instruments and Inventory, and the following terms shall have the
following meanings:
"Capital Stock": any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants, rights or options
to purchase any of the foregoing.
"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 (including, without limitation, those listed in Schedule
6 of the Guarantee and Collateral Agreement), 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 fight to obtain all renewals thereof.
"Copyright Licenses": any written agreement naming the Debtor as licensor or
licensee (including, without limitation, those listed in Schedule 6 of the Guarantee and
Collateral Agreement), granting any fight under any Copyright, including, without
limitation, the grant of fights to manufacture, distribute, exploit and sell materials derived
from any Copyright.
"Credit Agreement": the Amended and Restated Credit Agreement, dated as of
August 31, 1999, among Cumulus Media Inc., an Illinois corporation, the several banks
and other fmancial institutions or entities from time to time parties to the Credit
Agreement (the "Lenders"), Lehman Brothers Inc., as advisor, lead arranger and book
manager, Barclays Capital, as syndication agent, and the Secured Party, as administrative
agent, as the same may be amended, supplemented or otherwise modified from time to
time, and as the same may be renewed, refunded or replaced.
"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.
"General Intangibles": all "general intangibles" as such term is defined in
Section 9-106 of the New York UCC and, in any event, including, without limitation,
with respect to the Debtor, all contracts, agreements, instruments and indentures in any
form, and portions thereofi to which the Debtor is a party or under which the Debtor has
any right, title or interest or to which the Debtor or any property of the Debtor is subject,
as the same may from time to time be amended, supplemented or otherwise modified,
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including, without limitation, (i) all rights of the Debtor to receive moneys due and to
become due to it thereunder or in connection therewith, (ii) all rights of the Debtor to
damages arising thereunder and (iii) all rights of the Debtor to perform and to exercise all
remedies thereunder, in each case to the extent the grant by the Debtor ora security
interest pursuant to the Guarantee and Collateral Agreement in its right, title and interest
in such contract, agreement, instrument or indenture is not prohibited by such contract,
agreement, instrument or indenture without the consent of any other party thereto, would
not give any other party to such contract, agreement, instrument or indenture the right to
terminate its obligations thereunder, or is permitted with consent if all necessary consents
to such grant of a security interest have been obtained from the other parties thereto (it
being understood that the foregoing shall not be deemed to obligate the Debtor to obtain
such consents); provided, that the foregoing limitation shall not affect, limit, restrict or
impair the grant by the Debtor of a security interest pursuant to the Guarantee and
Collateral Agreement in any Receivable or any money or other amounts due or to become
due under any such contract, agreement, instrument or indenture.
"FCC": the Federal Communications Commission (or any successor).
"FCC Licenses": Licenses issued by the FCC to own and operate radio stations
owned or acquired by the Debtor and its Subsidiaries.
"Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government (including, without
limitation, the National Association of Insurance Commissioners).
"Guarantee and Collateral Agreement": the Amended and Restated Guarantee
and Collateral Agreement, dated as of August 31, 1999, made by each of the signatories
thereto, in favor of the Secured Party, as administrative agent for the Lenders, as the same
may be amended, supplemented or otherwise modified from time to time.
"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.
"Intercoml~any Note": any promissory note evidencing loans made by the
Debtor to any of its Subsidiaries.
"Investment Property": the collective reference to (i) all "investment property"
as such term is defined in Section 9-115 of the New York UCC (other than 35% of the
Capital Stock of any Excluded Foreign Subsidiary (as defined in the Credit Agreement))
and (ii) whether or not constituting "investment property" as so defined, all Pledged
Notes and all Pledged Stock.
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053113-1049-02820-PaloAlto. 769.6
"Licenses": all material authorizations, licenses and permits (including, without
limitation, those listed in Schedule 4.23 of the Credit Agreement) of any public or
governmental regulatory body granted or assigned to the Debtor or any of its
Subsidiaries, including but not limited to all material authorizations, licenses and permits
for the operation of any radio station, and all material FCC Licenses held by other entities
with which the Debtor or its Subsidiaries have entered into Local Marketing Agreements
giving the Debtor or its Subsidiaries, subject to the restrictions contained in the
Communications Act of 1934, as amended, and the rules and regulations of the FCC, the
right to provide programming for, and conduct certain operations of, the radio stations
with respect to which such FCC Licenses were granted, together with any extensions or
renewals of any of the foregoing.
"Local Marketing Agreement": any local marketing agreement entered into
between the Debtor or any of its Subsidiaries and the seller of the stock or assets of a
radio broadcast station.
"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, including, without limitation, any of the foregoing referred to in
Schedule 6 of the Guarantee and Collateral Agreement, (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 6 of the Guarantee and Collateral Agreement, 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 the Debtor of any right to manufacture, use or sell any invention covered in
whole or in part by a Patent, including, without limitation, any of the foregoing referred
to in Schedule 6 of the Guarantee and Collateral Agreement.
"Person": an individual, partnership, corporation, limited liability company,
business trust, .joint stock company, trust, unincorporated association, .joint venture,
Governmental Authority or other entity of whatever nature.
"Pledged Notes": all promissory notes listed on Schedule 2 of the Guarantee and
Collateral Agreement, all Intercompany Notes at any time issued to the Debtor and all
other promissory notes issued to or held by the Debtor (other than promissory notes
issued in connection with extensions of trade credit by the Debtor in the ordinary course
of business).
"Pledged Stock": the shares of Capital Stock listed on Schedule 2 of the
Guarantee and Collateral Agreement, together with any other shares, stock certificates,
options 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, the Debtor while the Guarantee and
Collateral Agreement is in effect (other than 35% of the Capital Stock of Caribbean
Communications Company Limited and any other Excluded Foreign Subsidiary).
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053 l 13-1049-02820-PaloAlto.769.6
"Proceeds": all "proceeds" as such term is defined in Section 9-306(l) of the
New York UCC 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).
"Subsidiary": as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of the board
of directors or other managers of such corporation, parmership or other entity are at the
time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise qualified,
all references to a "Subsidiary" or to "Subsidiaries" in this Schedule shall refer to a
Subsidiary or Subsidiaries of the Debtor.
"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, including, without limitation, any of the foregoing referred to in
Schedule 6 of the Guarantee and Collateral Agreement, and (ii) the right to obtain all
renewals thereofi
"Trademark License": any agreement, whether written or oral, providing for the
grant by or to the Debtor of any right to use any Trademark, including, without limitation,
any of the foregoing referred to in Schedule 6 of the Guarantee and Collateral
Agreement.
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