EX-4.1(B) 3 c85525exv4w1xby.txt COLLATERAL AGREEMENT EXHIBIT 4.1(b) COLLATERAL AGREEMENT COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of March 25, 2004, made by RURAL CELLULAR CORPORATION, a Minnesota corporation (the "Company"), and each of the subsidiaries of the Company that are signatories hereto (such subsidiaries together with any other subsidiary that may become a party hereto as provided herein, the "Guarantors"; the Company and the Guarantors being referred to collectively herein as the "Pledgors"), in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee (in such capacity, together with its successors, the "Collateral Trustee") for the Secured Parties (as defined herein). W I T N E S S E T H: WHEREAS, pursuant to the Indenture dated as of March 25, 2004 (as amended, supplemented or otherwise modified from time to time, the "Indenture") by and among the Company, the Persons named therein as Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), the Company issued its Senior Secured Floating Rate Notes due 2010 (the "2010 Notes") and its 8 1/4% Senior Secured Notes due 2012 (the "2012 Notes" and, together with the Senior Secured Floating Rate Notes, the "2010 Notes"); WHEREAS, the Company is a member of an affiliated group of companies that includes each other Pledgor; WHEREAS, the Company and the other Pledgors are engaged in related businesses, and each Pledgor will derive substantial direct and indirect benefit from the issuance of the Senior Secured Notes; and WHEREAS, it is a condition precedent to the obligation of the Initial Purchasers (as defined in the Indenture) under the Purchase Agreement (as defined in the Indenture) to purchase the Senior Secured Notes that the Pledgors shall have executed and delivered this Agreement to the Collateral Trustee for the ratable benefit of the Secured Parties; NOW, THEREFORE, in consideration of the premises and to induce the purchase of the Senior Secured Notes by the Initial Purchasers (as defined in the Indenture) thereof and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby agrees with the Collateral Trustee, for the ratable benefit of the Secured Parties, as follows: 2 SECTION 1 DEFINED TERMS 1.1 Definitions. (a) The following terms which are defined in the UCC (as defined below) on the date hereof are used herein as so defined: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights, Proceeds, Promissory Note, Securities Account and Supporting Obligations. (b) The following terms shall have the following meanings: "Account Agent" has the meaning assigned to such term in the Intercreditor Agreement. "Account Institution" means (i) with respect to any Controlled Account that is a Deposit Account, the bank at which such account is held and (ii) with respect to any Controlled Account that is a Securities Account, the securities intermediary for such Securities Account. "Additional Second Lien Obligations" has the meaning assigned to such term in Section 8.18. "Administrative Agent" means (i) initially Lehman Commercial Paper, Inc. in its capacity as Administrative Agent for itself and the Lenders (as defined in the Credit Agreement) and its successors thereunder in that capacity, and (ii) the Credit Agreement Agent under any other Credit Agreement. "Agreement" has the meaning assigned to such term in the preamble to this Agreement. "Alexandria Indemnity" has the meaning assigned to such term in the Indenture. "Alexandria Regulatory Reserve Account" means any and all segregated Deposit Accounts maintained at KeyBank National Association in the name of Alexandria Indemnity Corporation Loss Reserve Account or any and all replacements of such accounts, in each case to the extent set up and maintained by Alexandria Indemnity solely for the purpose of satisfying any regulatory reserve requirement. "Associated Operations and Liabilities" means business operations and liabilities associated with the acquisition of a Restricted PCS Block C or F License or control of the holder of a Restricted PCS Block C or F License by TLA Spectrum. "Board Resolution" has the meaning assigned to such term in the Indenture. 3 "Business Day" has the meaning assigned to such term in the Indenture. "Capital Lease Obligations" has the meaning assigned to such term in the Indenture. "Capital Stock" has the meaning assigned to such term in the Indenture. "Cellular 2000" has the meaning assigned to such term in the Indenture. "Collateral" has the meaning assigned to such term in Section 3.1. "Collateral Account" means any collateral account established by the Collateral Trustee as provided in Section 6.1 or 6.4. "Collateral Documents" has the meaning assigned to such term in the Indenture. "Collateral Trustee" has the meaning assigned to such term in the preamble to this Agreement. "Commission" has the meaning assigned to such term in the Indenture. "Communications Act" has the meaning assigned to such term in the Indenture. "Company" has the meaning assigned to such term in the preamble to this Agreement. "Contracts" means all construction contracts, subscriber contracts, customer service agreements, management agreements, rights of way, easements, pole attachment agreements, transmission capacity agreements, public utility contracts, and other agreements to which the Pledgor is a party, whether now existing or hereafter arising, but excluding any Contract which is Excluded Property. "Control Event" means either (i) an Event of Default described in Section 5.01(a), (b), (c), (j) or (k) of the Indenture has occurred and is continuing or (ii) any of the Securities have become due and payable prior to the Stated Maturity thereof as a result of any Event of Default pursuant to Article V of the Indenture. "Controlled Accounts" means all Included Deposit Accounts and all Same-Institution Accounts. "Copyright Licenses" means any written agreement providing for the grant by or to any Pledgor of any right under any Copyright (including, without limitation, those registered copyrights listed on Schedule 4.7). "Copyrights" means (i) all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished 4 (including, without limitation, those listed on Schedule 4.7), 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. "Credit Agreement" has the meaning assigned to such term in the Indenture. "Credit Agreement Agent" has the meaning assigned to such term in the Indenture. "Default" has the meaning assigned to such term in the Indenture. "Domestic Subsidiary" has the meaning assigned to such term in the Indenture. "Dropdown Subsidiary" means a Wholly-Owned Restricted Subsidiary that is a Domestic Subsidiary and a direct subsidiary of RCC Atlantic or RCC Holdings formed for the purpose of holding the FCC Licenses held as of the date hereof by such entity. "Eligible Entity" means a Person that is eligible to hold or acquire PCS Block C or F licenses, as specified in the rules, regulations and orders of the FCC, including, without limitation, 47 C.F.R. Sections 24.709 and 24.839. "Event of Default" has the meaning assigned to such term in the Indenture. "Excluded Disbursement Account" means any Deposit Account that is a disbursement, payroll, tax or impress account (other than any Existing Controlled Deposit Account or Same-Institution Account) but only if (1) such account has a zero balance as of the end of each day, (2) the Pledgors do not transfer during any day into such account any funds exceeding the amount reasonably expected to be paid from such account during such day and (3) no other Person has a control agreement on such account. "Excluded Permitted Lien Property" means any property or assets of the Pledgors that are subject to the following Permitted Liens (but only to the extent that (i) the agreements relating to such Liens prohibit the creation of Liens in favor of the Collateral Trustee on any such property or assets or (ii) the grant of a Lien on any such property or assets would constitute or result in the abandonment, invalidation or unenforceability of any material right under any such agreement): (a) Liens on Securities Accounts and Deposit Accounts permitted under clauses (10), (15) or (16) of the definition of Permitted Liens, (b) Liens permitted under clauses (1), (6), (7), (9) or (22) of the definition of Permitted Liens, 5 (c) Liens permitted under clause (8) of the definition of Permitted Liens, with respect to replacements of Liens permitted under clause (1) of the definition of Permitted Liens, and (d) Liens permitted under clause (25) of the definition of Permitted Liens, on property or assets the Fair Market Value of which does not exceed $10,000,000 in the aggregate; provided that Excluded Permitted Lien Property will not include any property or assets of a Pledgor subject to (x) a Permitted Lien described in clauses (a), (b) or (c) above that was created during the continuance of an event of default under the Credit Agreement or an Event of Default under the Indenture or (y) a Permitted Lien described in clause (d) above that was created during the continuance of a Default or an Event of Default under the Indenture or a default or event of default under the Credit Agreement. "Excluded Property" means (a) any Chattel Paper, Promissory Note, Lease, Contract, General Intangible, license, property right or agreement (collectively, "Contract Collateral") to which any Pledgor is a party (i) to the extent that the grant of a security interest therein by such Pledgor would constitute or result in the abandonment, invalidation or unenforceability of any material right, title or interest of such Pledgor under such Contract Collateral, (ii) to the extent that the terms of such Contract Collateral prohibit the creation by such Pledgor of a security interest therein or (iii) to the extent that any Requirement of Law applicable thereto prohibits the creation of a security interest therein (other than, in the case of clauses (i), (ii) and (iii), to the extent that any such result would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC), (b) any Capital Stock of Wireless Alliance or Cellular 2000 or (c) the Alexandria Regulatory Reserve Account; provided that any Proceeds, substitutions or replacements of any Excluded Property shall not themselves be Excluded Property (unless such Proceeds, substitutions or replacements would constitute property described in clause (a), (b) or (c) above). "Existing Control Agreement" means the Blocked Account Control Agreement among the Company, Toronto Dominion (Texas), Inc. and U.S. Bank National Association as in effect prior to the date hereof in the form attached as Exhibit A hereto. "Existing Controlled Deposit Accounts" means all Deposit Accounts covered by the Existing Control Agreement. "Fair Market Value" has the meaning assigned to such term in the Indenture. "FCC" has the meaning assigned to such term in the Indenture. "FCC License" has the meaning assigned to such term in the Indenture. 6 "First Lien Obligations" has the meaning assigned to such term in the Indenture. "First Lien Security Documents" has the meaning assigned to such term in the Indenture. "First Lien Obligation Period" has the meaning assigned to such term in the Indenture. "Governmental Entity" has the meaning assigned to such term in the Indenture. "Guarantee" has the meaning assigned to such term in the Indenture. "Guarantors" has the meaning assigned to such term in the preamble to this Agreement. "Holder" has the meaning assigned to such term in the Indenture. "Included Deposit Accounts" means (x) all Deposit Accounts that are Existing Controlled Deposit Accounts, and (y) all other Deposit Accounts of the Pledgors, other than (i) Excluded Disbursement Accounts, (ii) Excluded Permitted Lien Property and the Alexandria Regulatory Reserve Account and (iii) Deposit Accounts to the extent that the aggregate amount of funds credited to all such Deposit Accounts does not exceed $10,000,000 at any time outstanding and no other Person has a control agreement on such Deposit Accounts. For the avoidance of doubt, the term "Included Deposit Accounts" shall not include any Collateral Account. "Incur" has the meaning assigned to such term in the Indenture. "Indebtedness" has the meaning assigned to such term in the Indenture. "Intellectual Property" means, collectively, 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. "Indenture" has the meaning assigned to such term in the recitals to this Agreement. "Intercompany Indebtedness" has the meaning assigned to such term in the Indenture. "Intercreditor Agreement" has the meaning assigned to such term in the Indenture. 7 "Investment Property" means the collective reference to (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (ii) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock. "Issue Date" has the meaning assigned to such term in the Indenture. "Issuers" means, collectively, the issuers of Pledged Stock. "Leases" means all lease agreements for personal property or fixtures to which any Pledgor is a party, whether now existing or hereafter arising, but excluding any Lease that is Excluded Property. "License Only Subsidiary" means: (1) RCC Minnesota and TLA Spectrum; (2) each Dropdown Subsidiary; and (3) any other Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary owned directly by the Company or any Guarantor and that is designated by the Company as a License-Only Subsidiary in an Officers' Certificate and by a Board Resolution. "Liens" has the meaning assigned to such term in the Indenture. "Material Adverse Effect" has the meaning assigned to such term in the Indenture. "Material Adverse Tax Effect" means, with respect to the transfer or acquisition of an FCC License, an adverse tax consequence to the Company and its Subsidiaries (after taking into account any applicable tax benefits, including the application of any net operating loss carryforwards that will expire during the then-current tax year, but excluding the application of any net operating loss carryforwards that will expire in any tax year, other than the then-current tax year) in an amount that exceeds the lesser of (x) 2.0% of the Fair Market Value of the FCC License to be acquired or transferred and (y) $200,000. "Material Intellectual Property" means all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses that are included in the Collateral and (a) used in or necessary for the conduct of the Pledgors' respective businesses as currently conducted and (b) material to the business, assets, operations, properties or condition (financial or otherwise) of the Pledgors, taken as a whole; and "Material Patent" and "Material Trademark" mean all Patents and Trademarks, respectively, that meet the criteria described in clauses (a) and (b) above. "Obligations" has the meaning assigned to such term in the Indenture. "Officers' Certificate" has the meaning assigned to such term in the Indenture. 8 "Other Receivables" means those Promissory Notes, other Instruments, negotiable documents and Chattel Paper which, collectively, evidence Receivables or other obligations of the Pledgors in an aggregate amount not in excess of $1,000,000 in any fiscal year. "Pari Passu Indebtedness" has the meaning assigned to such term in the Indenture. "Patents" means (i) all letters patent of the United States, all reissues thereof and including, without limitation, any of the foregoing referred to in Schedule 4.7, (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to on Schedule 4.7, and (iii) all rights to obtain any reissues or extensions of the foregoing. "Patent Licenses" means any written agreements providing for the grant by or to any Pledgor 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 4.7. "Permitted Control Agreement" means, with respect to any Controlled Account, a control agreement among the Pledgor that owns such Controlled Account, the Account Institution for such Controlled Account and the Account Agent, which control agreement meets the requirements of Section 5.16 of this Agreement. "Permitted Junior Liens" means (a) Liens permitted under clause (10), (15) or (16) of the definition of Permitted Liens on any assets or property other than Excluded Permitted Lien Property; (b) Liens permitted under clause (25) of the definition of Permitted Liens on any assets or property other than Liens on the following (but no other) assets and property securing only the Indebtedness contemplated by such clause (25) of the definition of Permitted Liens: (i) Excluded Property or Excluded Permitted Lien Property, (ii) fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary of the Company after the date hereof provided that the condition set forth in subclause (a) of clause (6) of the definition of Permitted Liens is met with respect to the Liens referred to in this clause (ii) and the Indebtedness secured thereby and (iii) assets leased to the Company or any Subsidiary of the Company pursuant to capital leases giving rise to Capital Lease Obligations; and (c) Liens permitted under clause (5) of the definition of Permitted Liens with respect to Indebtedness permitted under clause (c) of Section 10.08 of the Indenture. "Permitted Liens" has the meaning assigned to such term in the Indenture. 9 "Person" has the meaning assigned to such term in the Indenture. "Pledged Notes" means all Promissory Notes issued to or held by any Pledgor, including, without limitation, the Promissory Notes listed on Schedule 4.5. "Pledged Securities" means, collectively, all Pledged Notes and all Pledged Stock. "Pledged Stock" means all the Capital Stock issued by any Subsidiary of the Company that may be issued or granted to, or held by, any Pledgor while this Agreement is in effect, including, without limitation, the Capital Stock listed on Schedule 4.5, but excluding any Capital Stock (i) that is Excluded Property, (ii) issued by a Subsidiary other than an S-X Stock Pledge Subsidiary or a License-Only Subsidiary that is not a Dropdown Subsidiary or (iii) or is otherwise excluded from the Collateral pursuant to clause (y) of Section 3.2. "Pledgor" has the meaning assigned to such term in the preamble to this Agreement. "RCC Atlantic" means RCC Atlantic, Inc., a Minnesota corporation. "RCC Holdings" means RCC Holdings, Inc., a Minnesota corporation. "RCC Minnesota" means RCC Minnesota, Inc., a Minnesota corporation. "Receivable" means 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). "Requirement of Law" has the meaning assigned to such term in the Indenture. "Restricted PCS Block C or F License" means an FCC License in PCS Frequency Block C or F that has been in effect for a period of less than five years from its initial grant, such that it may only be held by or assigned to an Eligible Entity. "Restricted Subsidiary" has the meaning assigned to such term in the Indenture. "Same-Institution Accounts" means all Deposit Accounts and Securities Accounts that are maintained with the same financial institution where any Pledgor has any Included Deposit Account. For the avoidance of doubt, the term "Same-Institution Account" shall not include any Collateral Account. "Second Priority Liens" has the meaning assigned to such term in the Indenture. 10 "Secured Documents" as used herein means the Indenture, the Securities, the Subsidiary Guarantees, all Collateral Documents and all documents and instruments evidencing any Additional Second Lien Obligations. "Secured Parties" means, collectively, (i) the Collateral Trustee, (ii) the Trustee, (iii) the holders of the Securities, (iv) the holders of any Additional Second Lien Obligations (or the trustee or agent thereof) that have entered into a joinder, supplement or amendment to this Agreement as contemplated by Section 8.18 and (v) the permitted successors and assigns of any of the foregoing. "Securities" has the meaning assigned to such term in the Indenture. "Securities Act" has the meaning assigned to such term in the Indenture. "Securities Obligations" has the meaning assigned to such term in the Indenture. "Stated Maturity" has the meaning assigned to such term in the Indenture. "Subsidiary" has the meaning assigned to such term in the Indenture. "Subsidiary Guarantee" has the meaning assigned to such term in the Indenture. "System" means, as to any Person, assets constituting a commercial radio communications system authorized under the rules for telecommunications services (including any license and the network, marketing, distribution, sales, customer interface and operations functions relating thereto) owned and operated by such Person. "S-X Stock Pledge Subsidiary" means each Subsidiary of the Company, excluding: (1) RCC Holdings and RCC Atlantic; (2) each Dropdown Subsidiary; (3) each License Only Subsidiary that is not a Dropdown Subsidiary; (4) Wireless Alliance and (5) all Subsidiaries acquired or created by any Pledgor after the Issue Date; provided that an entity described in clause (1), (2) or (5) above shall not be excluded from this definition if the pledge of all of the Capital Stock of such entity would not require the Company to file separate financial statements with the Commission with respect to such entity (or the direct parent of such entity, in the case of a Dropdown Subsidiary) pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X, as in effect from time to time. "Termination Date" has the meaning assigned to such term in Section 5. "TLA Spectrum" means TLA Spectrum, LLC, a Minnesota limited liability company. "Trademarks" means (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, all registrations and recordings thereof, and all applications in connection therewith, whether 11 in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the registered trademarks and trademark applications referred to on Schedule 4.7, and (ii) the right to obtain all renewals thereof. "Trademark License" means any written agreement providing for the grant by or to any Pledgor of any right to use any Trademark, including, without limitation, any of the foregoing referred to on Schedule 4.7. "UCC" means the Uniform Commercial Code of the State of New York. "Wholly-Owned Restricted Subsidiary" has the meaning assigned to such term in the Indenture. "Wireless Alliance" has the meaning assigned to such term in the Indenture. 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 Pledgor, shall refer to such Pledgor's Collateral or the relevant part thereof. SECTION 2 INTERCREDITOR AGREEMENT Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by the Collateral Trustee, are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern. SECTION 3 GRANT OF SECURITY INTEREST 3.1 Grant of Security Interest. Each Pledgor hereby pledges and grants to the Collateral Trustee, 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 Pledgor or in which such Pledgor now has or at any time in the future may acquire any 12 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 Pledgor's Obligations under the Secured Documents: (a) all Accounts; (b) all Capital Stock of (i) each S-X Stock Pledge Subsidiary and (ii) each License-Only Subsidiary that is not a Dropdown Subsidiary and, in any event, all Capital Stock identified on Schedule 3.1(b) hereto (the "Initial Pledged Stock"); (c) all Chattel Paper; (d) all Commercial Tort Claims of such Pledgor described on Schedule 4.11 as supplemented by any written notification given by a Pledgor to the Collateral Trustee pursuant to Section 5.13; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) to the extent permitted by applicable law, all FCC Licenses (including, without limitation, those listed in Schedule 4.9); (i) all Fixtures; (j) all General Intangibles (other than FCC Licenses and the Capital Stock of any Subsidiary of the Company), including, without limitation, all Contracts and Leases; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (n) all Investment Property (other than the Capital Stock of any Subsidiary of the Company); (o) all Letter-of-Credit Rights; (p) all other personal property not otherwise described above; (q) all books and records pertaining to the Collateral; and (r) to the extent not otherwise included, all Proceeds (including, without limitation, the proceeds of the sale, lease or assignment of any FCC License or of any rights thereunder and all insurance proceeds), Supporting Obligations 13 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. 3.2 Exclusions. Notwithstanding Section 3.1 (x) the grant of a security interest hereunder shall not include a security interest in Excluded Property; provided, that at any time that any Collateral constitutes Excluded Permitted Lien Property, the security interest of the Collateral Trustee in such Excluded Permitted Lien Property shall immediately and automatically terminate as at such time and such Excluded Permitted Lien Property shall cease to constitute Collateral; and provided, further, however, that if and when the prohibition or impediment which prevents such Excluded Permitted Lien Property to be included in the Collateral is removed or otherwise terminated, the applicable Pledgor shall be deemed to grant to the Collateral Trustee for the ratable benefit of the Secured Parties, and the Collateral Trustee, for the ratable benefit of the Secured Parties, will be deemed to have a security interest in such Excluded Permitted Lien Property, and such Excluded Permitted Lien Property shall again constitute Collateral for all purposes hereunder; and (y) if the pledge of any Capital Stock or other securities of an S-X Stock Pledge Subsidiary hereunder (other than, on the Issue Date, the Initial Pledged Stock) would require the Company to file separate financial statements with the Commission with respect to such S-X Stock Pledge Subsidiary pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act, as in effect from time to time then all of the Capital Stock or other securities of such S-X Stock Pledge Subsidiary shall be automatically released from the security interest granted to the Collateral Trustee hereunder and shall automatically be deemed to not be part of the Collateral (and in such event, the Collateral Documents may in accordance with the Indenture be amended or modified, without the consent of any Holder, to the extent necessary to release the Second Priority Liens on the shares of Capital Stock or other securities that are so deemed to no longer constitute part of the Collateral); provided that, if Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission of separate financial statements of any S-X Stock Pledge Subsidiary of the Company due to the fact that such S-X Stock Pledge Subsidiary's Capital Stock or other securities are part of the Collateral, then all of the Capital Stock or other securities of such S-X Stock Pledge Subsidiary shall be automatically released from the security interest granted to the Collateral Trustee hereunder and shall automatically be deemed to not be part of the Collateral (and in such event, the Collateral Documents may in accordance with the Indenture be amended or modified, without the consent of any Holder, to the extent necessary to release the Second Priority Liens on the shares of Capital Stock or other securities that are so deemed to no longer constitute part of the Collateral); provided, however, that if Rule 3-10 or Rule 3-16 or Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all of such S-X Stock Pledge Subsidiary's Capital Stock and other securities to be pledged to secure the Securities Obligations without the filing with the Commission of separate financial statements of such S-X Stock Pledge Subsidiary, then all of the Capital Stock and other securities of such S-X Stock Pledge Subsidiary shall automatically be 14 deemed to be a part of the Collateral and shall be pledged and granted to the Collateral Trustee hereunder (and the Collateral Documents shall be amended or supplemented (without the consent of any Holder) to so reflect such inclusion in the Collateral). SECTION 4 REPRESENTATIONS AND WARRANTIES To induce the Initial Purchasers to purchase the Senior Secured Notes, each of the Company, as to itself and each other Pledgor, and each other Pledgor, as to itself, hereby represents and warrants to the Collateral Trustee for the ratable benefit of the Secured Parties that: 4.1 Title; No Other Liens. Except for the security interest granted to the Collateral Trustee for the ratable benefit of the Secured Parties pursuant to this Agreement and other Permitted Liens, such Pledgor owns or has rights in each item of the Collateral free and clear of any and all other Liens. 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 Collateral Trustee, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Indenture. 4.2 Perfected Second Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral. The security interests granted pursuant to this Agreement (i) when financing statements in appropriate form are filed in the offices specified on Schedule 4.2, (which schedule shall be deemed automatically updated from time to time in accordance with information provided pursuant to Section 5.5), shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral in which a security interest can be perfected by filing under the Uniform Commercial Code, and (ii) when the Collateral which may be perfected by possession or control is delivered to the Administrative Agent or the Administrative Agent or the Account Agent obtains control over such Collateral, as agent of the Collateral Trustee in accordance with the terms of the Intercreditor Agreement, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, in the case of clause (i) and (ii) subject to no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on any assets or property included in the Collateral, the Liens securing the Securities Obligations take priority over such Permitted Junior Liens. (b) When this Agreement (or any short form hereof mutually agreed upon by the Company and the Collateral Trustee for purposes of such filing) is filed in the United States Patent and Trademark Office and the United States Copyright Office and steps are taken under applicable foreign law to the extent of Intellectual Property created under such law, and, with respect to Intellectual Property in which a security interest cannot be perfected solely by such filings, upon the filing of the 15 financing statements referred to in clause (a) above, the security interest granted pursuant to this Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in the Intellectual Property included in the Collateral subject to no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on any Intellectual Property included in the Collateral, the Liens securing the Securities Obligations shall take priority over such Permitted Junior Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and steps taken under applicable foreign law with respect to Intellectual Property created under such law may be necessary to perfect a lien on registered Trademarks, Trademark applications, Patents, Patent applications and registered Copyrights and Copyright applications acquired by such Pledgor after the date hereof). 4.3 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Pledgor's jurisdiction of organization, identification number from the jurisdiction of organization (if any) and the location of such Pledgor's chief executive office is specified on Schedule 4.3. On or prior to the date hereof, such Pledgor has furnished to the Collateral Trustee a certified charter, certificate of incorporation or other organization document and long-form good standing certificate from its jurisdiction of organization as of a date which is recent to the date hereof. 4.4 Inventory and Equipment. On the date hereof, the material Inventory and the material Equipment (other than mobile goods) of each Pledgor are located in the States listed on Schedule 4.4. 4.5 Pledged Securities. (a) Schedule 4.5 sets forth a complete and accurate list of all shares of Pledged Stock held by each Pledgor as of the date hereof. (b) As of the date hereof, the shares of Pledged Stock pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Subsidiary owned by such Pledgor except for any shares of Pledged Stock excluded from the Collateral. (c) All the shares of the Pledged Stock held by such Pledgor have been duly and validly issued or the equivalent, if applicable, with respect to any limited liability company interest, and are fully paid and nonassessable or the equivalent, if applicable, with respect to any limited liability company interest. (d) As of the date hereof, each of the Pledged Notes set forth on Schedule 4.5, to the knowledge of the Company if made by any Person other than the Company or a Subsidiary of the Company, 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. 16 (e) Except to the extent resulting from a transaction after the date hereof not prohibited by the terms hereof and of the Indenture and except as set forth on Schedule 4.5, all outstanding Capital Stock of each Subsidiary of the Company is owned by the Company or a Restricted Subsidiary, in each case free and clear of any Lien other than Liens described in clause (11) or (17) of the definition of Permitted Liens in the Indenture and Liens arising under the First Lien Security Documents and the Collateral Documents. 4.6 Receivables. As of the date hereof, the aggregate amount of Receivables that are owed to the Pledgors by obligors that are Governmental Entities does not constitute a material portion of all Receivables owed to the Pledgors. 4.7 Intellectual Property. (a) Schedule 4.7 lists all applications for registration and registered Intellectual Property owned by such Pledgor in its own name on the date hereof. (b) On the date hereof, all Material Intellectual Property is valid, subsisting, unexpired and, to the knowledge of such Pledgor, is enforceable and has not been abandoned and does not, to the knowledge of such Pledgor, infringe the intellectual property rights of any other Person. (c) Except as set forth on Schedule 4.7, on the date hereof, none of the Material Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Pledgor is the licensor or franchisor. (d) No holding, decision or judgment has been rendered by any Governmental Entity which would limit, cancel or question the validity of, or such Pledgor's rights in, any Material Intellectual Property, other than routine office actions in the course of prosecution of pending Patent and Trademark applications. (e) Except as set forth on Schedule 4.7, no action or proceeding is pending, or, to the knowledge of such Pledgor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Material Intellectual Property or such Pledgor's ownership interest therein, other than routine office actions in the course of prosecution of pending Patent and Trademark applications, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Material Intellectual Property. 4.8 Deposit Accounts; Securities Accounts. On the date hereof, such Pledgor does not have any Deposit Accounts or Securities Accounts that are not listed on Schedule 4.8 (other than Local Accounts (as defined in the Intercreditor Agreement) that are neither Included Deposit Accounts nor Same-Institution Accounts). None of the Deposit Accounts or Securities Accounts of the Pledgors was subject to a control agreement prior to the date hereof other than the Existing Controlled Deposit Accounts. 4.9 FCC Licenses. Schedule 4.9 sets forth a complete and accurate list of the FCC Licenses in effect on the date hereof. 17 4.10 Transmitting Utility. Each of the Pledgors listed on Schedule 4.10 is a person primarily engaged in the business of transmitting communications electrically, electromagnetically or by light on the date hereof. 4.11 Commercial Tort Claims. On the date hereof, such Pledgor does not hold any Commercial Tort Claim which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Pledgor) in excess of $500,000 that is not listed in Schedule 4.11. 4.12 Letter-of-Credit Rights. On the date hereof, such Pledgor is not the beneficiary under any letter of credit with a face amount in excess of $500,000 issued in favor of such Pledgor that is not listed on Schedule 4.12. 4.13 Material Collateral. Such Pledgor does not own, or have any other right or interest in, any asset or property included in the Collateral (other than FCC Licenses) that cannot be perfected in the manner described in Section 4.2 (collectively, "Non-Perfected Assets"), except for Non-Perfected Assets which together with the Non-Perfected Assets of all other Pledgors, in the aggregate are not material to the Company and its Restricted Subsidiaries taken as a whole. SECTION 5 COVENANTS The Company, as to itself and each other Pledgor, and each other Pledgor, as to itself, covenants and agrees with the Collateral Trustee for the ratable benefit of the Secured Parties that, from and after the date hereof until the principal of, and interest and premium on the Securities and all fees and other amounts then payable with respect to the Securities Obligations have been paid in full (the "Termination Date"): 5.1 Covenants in Indenture. In the case of each Pledgor, such Pledgor 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, in each case, such Pledgor. 5.2 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral in excess of $500,000, individually or in the aggregate at any time outstanding, shall be or become evidenced by any Instrument (other than checks received in the ordinary course of business) or Chattel Paper, such Instrument or Chattel Paper shall be promptly delivered during any First Lien Obligation Period to the Administrative Agent, as agent and bailee of the Collateral Trustee pursuant to the terms of the Intercreditor Agreement, duly indorsed in a manner satisfactory to the Administrative Agent, and if no First Lien Obligation Period then exists, to the Collateral Trustee, duly indorsed in a manner satisfactory to the Collateral Trustee, in each case to be held as Collateral pursuant to this Agreement. 18 5.3 Intentionally Omitted. 5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Pledgor shall maintain the security interest created by this Agreement as a perfected security interest to the extent and having the priority provided in Section 4.2, and shall defend such security interest against the claims and demands of all Persons whomsoever, in each case, other than claims or demands related to Permitted Liens. (b) At any time and from time to time, upon the written request of the Collateral Trustee, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee may reasonably request for the purpose of granting, preserving, protecting or perfecting the security interest granted by such Pledgor pursuant to this Agreement, including, without limitation, filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. 5.5 Changes in Locations, Name, etc. Such Pledgor will not, except upon ten days' prior written notice to the Collateral Trustee and delivery to the Collateral Trustee of all additional financing statements and other documents reasonably requested by the Collateral Trustee, if any, necessary to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization or, in the case of any Pledgor which is not a registered organization (as defined in the UCC) the location of its chief executive office from that referred to in Section 4.3; or (ii) change its name, identity, corporate structure or federal taxpayer identification number or other identification number assigned by such Pledgor's jurisdiction of incorporation or formation. 5.6 Notices. Upon a Responsible Officer having knowledge of the following, such Pledgor will advise the Collateral Trustee promptly, in reasonable detail, of: (a) any Lien (other than a Permitted Lien) on any of the Collateral; and (b) of 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. 5.7 Pledged Securities; Securities Accounts; Deposit Accounts. (a) If such Pledgor 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 19 certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Subsidiary of the Company, 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 Pledgor shall accept the same as the agent of the Collateral Trustee and the other Secured Parties, hold the same in trust for the Collateral Trustee and the other Secured Parties and, subject to the following sentence, deliver the same promptly to the Collateral Trustee in substantially the same form received, duly indorsed by such Pledgor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Collateral Trustee (or pursuant to the following sentence, the Administrative Agent) so reasonably requests, signature guaranteed, to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the Securities Obligations. During any First Lien Obligation Period, the Collateral Trustee hereby directs each Pledgor to deliver, endorse or pay over any stock certificate, option or right in respect of any Capital Stock required to be delivered, endorsed or paid over to the Collateral Trustee pursuant to this clause (a) to the Administrative Agent as Collateral Trustee's agent and bailee pursuant to the Intercreditor Agreement. (b) If any shares of Pledged Stock now or hereafter acquired by any Pledgor are uncertificated and are issued to such Pledgor or its nominee directly by the Issuer thereof, such Pledgor shall promptly notify the Collateral Trustee thereof and, at the reasonable request and option of the Administrative Agent (or if no First Lien Obligation Period then exists, the Collateral Trustee), pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent (or if no First Lien Obligation Period then exists, the Collateral Trustee), cause the Issuer to agree to comply with instructions from the Administrative Agent, as agent of the Collateral Trustee pursuant to the Intercreditor Agreement (or if no First Lien Obligation Period then exists, the Collateral Trustee) as to such Pledged Stock, without further consent of such Pledgor or nominee. (c) If such Pledgor shall now or hereafter have rights in any Securities Account that is a Same-Institution Account, such Pledgor shall promptly notify the Collateral Trustee thereof and provide the Account Agent (or if no First Lien Obligation Period then exists, the Collateral Trustee) with a Permitted Control Agreement within the time period required by Section 5.16. (d) If such Pledgor shall now or hereafter have rights in any Included Deposit Account, such Pledgor shall promptly notify the Collateral Trustee thereof and provide the Account Agent (or if no First Lien Obligation Period then exists, the Collateral Trustee) with a Permitted Control Agreement within the time period required by Section 5.16. (e) The Collateral Trustee agrees, and shall cause the Account Agent to agree, with each of the Pledgors that the Collateral Trustee (and the Account Agent) shall not give or direct the Account Agent to give any such entitlement orders, instructions or directions to any such Issuer (in the case of clause (b) above) or any Account Institution (in the case of clauses (c) and (d) above) and shall not withhold its 20 consent to the exercise of any withdrawal or dealing right by any Pledgor, unless a Control Event has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. (f) During the existence of an Event of Default and so long as no First Lien Obligation Period then exists, 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 Collateral Trustee to be held by it hereunder during the existence of an Event of Default as additional collateral security for the Securities Obligations. During the existence of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent during the existence of a First Lien Obligation Period or the Collateral Trustee if no First Lien Obligation Period then exists, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Securities Obligations. If all Events of Default cease to exist, any property, sums or other amounts previously received by the Collateral Trustee pursuant to this clause (f) and still held by the Collateral Trustee at the time all Events of Default cease shall be promptly distributed to the applicable Pledgor by the Collateral Trustee. (g) In the case of each Pledgor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Security issued by it and will comply with such terms insofar as such terms are applicable to it in its capacity as an Issuer and (ii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it. (h) In the event a Pledgor is obligated to enter into a Permitted Control Agreement pursuant to Section 5.7(c) or (d) the Company shall, simultaneously with the execution of such Permitted Control Agreement, deliver an opinion of legal counsel in form and substance reasonably satisfactory to the Collateral Trustee stating that the terms of such Permitted Control Agreement are enforceable against such Pledgor and, in the case of a Permitted Control Agreement to be entered into pursuant to Section 5.7(d), the execution of such Permitted Control Agreement creates a valid and perfected security interest in the Included Deposit Account of such Pledgor; provided, that the Company shall only be required to deliver to the Collateral Trustee such opinion of legal counsel with respect to any Permitted Control Agreement which is required to be delivered pursuant to Section 5.16(b), (c) or (d) if so requested by the Collateral Trustee. 5.8 Receivables. Other than in the ordinary course of business or consistent with its past practice, such Pledgor will not (i) grant any extension of the time of payment of any Receivable other than Other Receivables, (ii) compromise or settle any Receivable other than Other Receivables for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable other than Other Receivables, (iv) allow any credit or discount whatsoever on any Receivable other than Other Receivables or (v) amend, supplement or modify any 21 Receivable other than Other Receivables in any manner that could materially adversely affect the value thereof. 5.9 Intellectual Property. (a) Such Pledgor (either itself or through licensees) will (i) continue to use each Material Trademark on each and every trademark class of goods applicable to its product or service line 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 statutorily required 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 Collateral Trustee, 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 its enforceability impaired in any way. (b) Such Pledgor will not do, or knowingly permit its licensees to do, any act, or omit to do any act, whereby any Material Patent may become forfeited, abandoned or dedicated to the public. (c) Such Pledgor will not do, or direct its licensees to do, any act that knowingly infringes the material intellectual property rights of any other Person in any material respect. (d) Such Pledgor will notify the Collateral Trustee 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 or the United States Copyright Office other than routine non-final office actions) regarding such Pledgor's ownership of, or the validity of, any Material Intellectual Property or such Pledgor's right to register the same or to own and maintain the same. (e) Whenever such Pledgor, 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 or the United States Copyright Office, such Pledgor shall report such filing to the Collateral Trustee within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Trustee, such Pledgor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee may request to evidence the Collateral Trustee's security interest in such Intellectual Property. (f) Such Pledgor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each 22 application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (g) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Pledgor shall (i) take such actions as such Pledgor 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 Collateral Trustee after it learns thereof and, after taking reasonable and customary measures to stop such infringement 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. 5.10 Electronic Chattel Paper and Transferable Records. If any Pledgor at any time holds or acquires an interest in any Electronic Chattel Paper, such Pledgor shall promptly notify the Collateral Trustee thereof and, at the request of the Collateral Trustee, shall take such action as the Collateral Trustee may reasonably request to vest in the Administrative Agent, as agent of the Collateral Trustee pursuant to the terms of the Intercreditor Agreement (or if no First Lien Obligation Period then exists, the Collateral Trustee) control under UCC Section 9-105 of such Electronic Chattel Paper. The Collateral Trustee agrees with such Pledgor that the Collateral Trustee will arrange, pursuant to procedures reasonably satisfactory to the Collateral Trustee and so long as such procedures will not result in the Administrative Agent's (or if no First Lien Obligation Period then exists, the Collateral Trustee's) loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper permitted under UCC Section 9-105 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper. 5.11 FCC Compliance. Each Pledgor covenants that, upon the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, upon request of the Collateral Trustee, it will cause to be filed such applications and take such other action (or use its commercially reasonable efforts to assist the Collateral Trustee in such applications and such other action), at its own cost, as may be requested by the Collateral Trustee to obtain consent or approval of the FCC to any action contemplated by this Agreement and to give effect to the security interest of the Collateral Trustee, including, without limitation, the preparation, execution and filing of an application for consent by the FCC to an assignment or transfer involving a change in ownership or control of any FCC License pursuant to the provisions of the Communications Act. 5.12 Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under any letter of credit now or hereafter issued in favor of such Pledgor, other than a Letter of Credit issued pursuant to the Credit Agreement, in amounts in the aggregate for all Pledgors in excess of $1,000,000, such Pledgor shall promptly notify the Collateral Trustee thereof and such Pledgor shall, at the request of the Collateral Trustee if no First Lien Obligation Period then exists, pursuant to an agreement in form and substance 23 reasonably satisfactory to the Collateral Trustee, use commercially reasonable efforts to either (i) arrange for the issuer and any confirmer of such letters of credit to consent to an assignment to the Collateral Trustee of the proceeds of any drawing under such letters of credit or (ii) arrange for the Collateral Trustee to become the transferee beneficiary of such Letters of Credit, with the Collateral Trustee agreeing, in each case, that the proceeds of any drawing under such Letters of Credit are to be applied as provided in the Intercreditor Agreement, and if no First Lien Obligation Period then exists, the Indenture. 5.13 Commercial Tort Claims. If any Pledgor shall at any time hold or acquire any Commercial Tort Claim, which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Pledgor) in excess of $500,000, such Pledgor shall promptly notify the Collateral Trustee in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Trustee in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Trustee. 5.14 Alexandria Regulatory Reserve Account. Alexandria Indemnity hereby agrees that it shall maintain in the Alexandria Regulatory Reserve Account amounts no greater than are necessary to satisfy the requirements of applicable law and of any contractual obligations relating to the maintenance of reserve accounts and agrees that the Alexandria Regulatory Reserve Account shall be maintained as a segregated account at all times. Furthermore, Alexandria Indemnity hereby agrees to provide to the Collateral Trustee on a quarterly basis, if requested by the Collateral Trustee, a statement in form and substance reasonably satisfactory to the Collateral Trustee setting forth (i) the amount required to be maintained in the Alexandria Regulatory Reserve Account by applicable law and by any contractual obligation relating to the maintenance of reserve accounts and (ii) the amount in the Alexandria Regulatory Reserve Account as of such date. 5.15 License-Only Subsidiaries. Each Guarantor that is a License-Only Subsidiary agrees that it shall not, and the Company agrees that it shall not allow any such Guarantor that is a License-Only Subsidiary to engage in any business activity other than (i) holding and acquiring FCC Licenses and conducting business activities incidental to holding and acquiring FCC Licenses (which, for the avoidance of doubt, shall include transactions with other Guarantors under management and license agreements that are consistent with past practice but shall not include the operation of wireless communications networks or any other operating business) and (ii) holding and acquiring other assets (but not liabilities other than as may be permitted under Section 5.15(d) of this Agreement) that may be transferred into such License-Only Subsidiary pursuant to the Indenture (but not the operation of any business relating to such other assets); except that, subject to Section 5.15(b), TLA Spectrum shall be permitted to acquire Associated Operations and Liabilities after the Issue Date and operate such Associated Operations and Liabilities. 24 (b) To the extent that Associated Operations and Liabilities are acquired by TLA Spectrum, the Company and TLA Spectrum shall use commercially reasonable efforts to promptly transfer to the Company or any Guarantor other than a License-Only Subsidiary such Associated Operations and Liabilities that would not be permitted to be held by a License-Only Subsidiary under Section 5.15(a). (c) If any regulatory approval is required for any of the transfers described in Section 5.15(b), the Company and the Guarantors shall use commercially reasonable efforts to obtain such approval as promptly as practicable. Any such transfer described in Section 5.15(b) shall not be required during such time as any regulatory consent from a Governmental Entity that is necessary for such transfer cannot be obtained after the prompt use of commercially reasonable efforts to obtain such approval; provided, however, that if a change in law or circumstance occurs that would remove such impediment, then the Company and the Guarantors shall use commercially reasonable efforts to effect such transfer as soon as practicable after such change. (d) Each Guarantor that is a License-Only Subsidiary agrees that it shall not, and the Company agrees that it shall not allow any such Guarantor that is a License-Only Subsidiary to Incur or suffer to exist any Indebtedness or other liabilities other than (i) Guarantees of First Lien Obligations and Second Lien Obligations, (ii) Intercompany Indebtedness permitted by Section 10.08(c) of the Indenture, (iii) liabilities (other than for borrowed money) imposed by the Communications Act, (iv) various fees, taxes and other charges owed directly by such License-Only Subsidiary that have been imposed by a Governmental Entity and (v) other Indebtedness or other liabilities not exceeding $5,000,000 in the aggregate for all License-Only Subsidiaries at any one time outstanding (excluding Indebtedness and other liabilities of TLA Spectrum that constitute Associated Operations and Liabilities). In addition, TLA Spectrum may incur Indebtedness and other liabilities constituting Associated Operations and Liabilities, subject to Section 5.15(b). (e) The Company shall cause each License-Only Subsidiary to satisfy all of its liabilities when due and perform all of its obligations when required, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and shall provide such License-Only Subsidiary all funds necessary to do so. (f) The Company and the Guarantors shall not make a transfer of an FCC License to the Company or any Subsidiary of the Company except for (a) a transfer of an FCC License to a License-Only Subsidiary other than TLA Spectrum or a Dropdown Subsidiary and (b) a transfer of an FCC License that is required to be made by RCC Holdings or RCC Atlantic as provided in Section 5.15(j). (g) Each Guarantor that is a License-Only Subsidiary agrees that it shall not, and the Company agrees that it shall not allow such Guarantor that is a License-Only Subsidiary to, merge with or into or consolidate with the Company or any Subsidiary of the Company other than another License-Only Subsidiary other than TLA Spectrum or a Dropdown Subsidiary. For the avoidance of doubt, the restriction 25 contained in this Section 5.15(g) shall not restrict or limit the transfer of any assets that do not constitute Collateral (it being understood that FCC Licenses constitute Collateral). (h) With respect to any FCC License acquired after the Issue Date, (i) the Company and the Guarantors shall use commercially reasonable efforts to acquire initially such FCC License in a License-Only Subsidiary other than a Dropdown Subsidiary or TLA Spectrum, unless such acquisition would result in a Material Adverse Tax Effect; and (ii) if the acquisition described in clause (i) above is not completed at the time of the acquisition of such FCC License, the Company and the Guarantors shall use commercially reasonable efforts to transfer, as promptly as practicable, such FCC License to a License-Only Subsidiary other than a Dropdown Subsidiary or TLA Spectrum unless such transfer would result in a Material Adverse Tax Effect; provided that, in either case, if such FCC License is a Restricted PCS Block C or F License, such FCC License may be acquired by TLA Spectrum, subject to Section 5.15(b). (i) If any regulatory approval is required for any of the acquisitions or transfers described in Section 5.15(h), the Company and the Guarantors shall use commercially reasonable efforts to obtain such approval as promptly as practicable. Any such acquisition or transfer described in Section 5.15(h) shall not be required during such time as any regulatory consent from a Governmental Entity that is necessary for such acquisition or transfer cannot be obtained after the prompt use of commercially reasonable efforts to obtain such approval; provided, however, that if a change in law or circumstance occurs that would remove such impediment, then the Company and the Guarantors shall use commercially reasonable efforts to effect such acquisition or transfer as soon as practicable after such change. (j) The Company and RCC Atlantic shall use commercially reasonable efforts to cause RCC Atlantic to transfer, as promptly as practicable and within 90 days after the Issue Date, all FCC Licenses held by RCC Atlantic to one or more Dropdown Subsidiaries. The Company and RCC Holdings shall use commercially reasonable efforts to cause RCC Holdings to transfer, as promptly as practicable and within 90 days after the Issue Date, all FCC Licenses held by RCC Holdings to RCC Minnesota or to one or more Dropdown Subsidiaries if such transfer to RCC Minnesota would result in a Material Adverse Tax Effect. If any regulatory approval is required for any transfers described in the preceding two sentences, the Company and the Guarantors shall use commercially reasonable efforts to obtain such approval as promptly as practicable. Any such transfer by RCC Atlantic or RCC Holdings shall not be required during such time as any regulatory consent from a Governmental Entity that is necessary for such transfer cannot be obtained after the prompt use of commercially reasonable efforts to obtain such approval; provided, however, that if a change in law or circumstance occurs that would remove such impediment, then the Company and the Guarantors shall use commercially reasonable efforts to effect such transfer as soon as practicable after such change. 26 5.16 Permitted Control Agreement. (a) The Permitted Control Agreement for all Existing Controlled Deposit Accounts and any other Deposit Accounts or (subject to clause (e) below) any Securities Accounts existing on the date hereof that are Same-Institution Accounts shall have substantially the same terms as the Existing Control Agreement (but consistent with the terms of Section 5.7(e) of this Agreement) and will be provided as soon as reasonably practicable but in any event no later than 60 days after the date hereof. (b) With respect to any other Controlled Account, the Company shall use commercially reasonable efforts to provide a Permitted Control Agreement with respect to each such account on substantially the same terms as the Existing Control Agreement, with such changes as the Account Agent may consent to, such consent not to be unreasonably withheld, conditioned or delayed, or on such other terms that are reasonably acceptable to the Account Agent. (c) If the Company is unable to provide the control agreement contemplated by clause (b) above with respect to any account within 60 days after creating such account (or in the case of an account that is not initially a Controlled Account, within 60 days after such account becomes a Controlled Account), then the Company shall be obligated to provide on or before the 30th day following the end of such 60-day period a Permitted Control Agreement with respect to such account which meets the requirements set forth in clause (f) below. (d) Notwithstanding the foregoing, during the occurrence and continuance of a Default or Event of Default, the Company shall be obligated to provide a Permitted Control Agreement (i) for any newly opened Controlled Account prior to the time that any funds are transferred into such account, and (ii) for any other account that becomes a Controlled Account prior to the time that any new funds are transferred into such account (other than funds or financial assets that would otherwise have been deposited or credited to that account in the ordinary course of business consistent with past practice so long as the Company is complying with clause (b) or (c) above, as applicable). (e) For purposes of any Securities Account, the terms of the Existing Control Agreement (or any control agreement based on it) shall be conformed to the UCC definition of control for Securities Accounts and any other UCC specific differences with respect to Securities Accounts. (f) If paragraph (c) of this Section 5.16 is applicable with respect to any Controlled Account, then within the time period set forth in such paragraph (c) the Company shall be obligated to provide a control agreement with respect to such account executed by the Account Institution that: (i) meets the requirements for control set forth in Section 8-106(d)(2) or 9-104(a)(2) of the UCC, as applicable; 27 (ii) shall allow any applicable Pledgor to retain the rights contemplated by Section 8-106(f) or 9-104(b) of the UCC, as applicable, provided that the Account Agent has the right to terminate such rights of any applicable Pledgor by notice to the Account Institution upon the occurrence and during the continuance of a Control Event; (iii) need not contain any subordination or release of the Account Institution's statutory, common law or contractual right or claim of offset or lien or rights of recoupment or deduction; (iv) if requested by the Account Institution, shall contain an indemnity by the Account Agent in favor of the Account Institution and a disclaimer by the Account Institution of liability for any indirect damages, lost profits, or special, punitive or consequential damages relating to the control agreement, provided that such indemnity and disclaimer are either (x) in substantially the form of Section 6 of the Existing Control Agreement, (y) in such other form that would not be reasonably likely to result in a material increase in exposure of the Secured Parties to liability, loss, damage or expense than would the provisions contained in Section 6 of the Existing Control Agreement or (z) if neither clause (x) nor clause (y) is applicable, otherwise in form reasonably satisfactory to the Account Agent (it being understood that no such indemnity or disclaimer shall in any way operate to release the Company from its indemnification obligations to the Account Agent and shall not impair any rights or remedies of the Account Agent in respect thereof against the Company); and (v) may contain such additional provisions as may be reasonably requested by the Account Institution to protect its interests (including, without limitation, permitting the Account Institution to debit the applicable account for returned items, fees and other amounts and requiring the Account Agent to reimburse the Account Institution for returned items), provided that such other provisions are either (x) in substantially the form of the comparable provisions of the Existing Control Agreement, if any, (y) not materially more burdensome on the Account Agent and do not materially increase the exposure of the Secured Parties to liability, loss, damage or expense than would the provisions contained in the Existing Control Agreement taken as a whole or (z) if neither clause (x) nor clause (y) is applicable, otherwise reasonably satisfactory to the Account Agent. (g) No Pledgor shall enter into any control agreement with respect to any Securities Accounts with any Person other than the Account Agent or, if no First Lien Obligation Period then exists, the Collateral Trustee. 5.17 Insurance. The Company will, and will cause each of its Subsidiaries to do each of the following: (a) maintain, with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are usually insured against by companies engaged in the same or a similar 28 business in the same or similar locations, and furnish to the Collateral Trustee, upon written request, certification as to the insurance carried; (b) cause all such insurance covering any Collateral to be endorsed or otherwise amended to include a customary lender's loss payable endorsement, in form and substance reasonably satisfactory to the Collateral Trustee; (c) cause each such policy to provide that it shall not be canceled or not renewed (i) by reason of nonpayment of premium upon not less than ten days' prior written notice thereof by the insurer to the Collateral Trustee or (ii) for any reason upon not less than 30 days' prior written notice thereof by the insurer to the Collateral Trustee; and (d) deliver to the Collateral Trustee, promptly after the end of the then-current term or any earlier cancellation, or nonrenewal of any such policy of insurance, evidence of renewal or replacement of such policy together with evidence reasonably satisfactory to the Collateral Trustee of payment of the premium therefor. 5.18 Real Estate. The Company will, and will cause each of its Subsidiaries to, grant a mortgage or deed of trust, as applicable, to the Collateral Trustee securing the Obligations under the Secured Documents in form and substance reasonably satisfactory to the Collateral Trustee covering any single parcel of owned real estate or contiguous parcels of owned real estate acquired after the Issue Date having a fair market value (as determined in good faith by the board of directors of the Company based on the price which could be negotiated in an arms'-length free market transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction) in excess of $5,000,000 individually or in a series of one or more related transactions. For the purpose of determining the amount of any mortgage registration tax or similar tax or fee payable in connection with recording any mortgage to be delivered hereunder or under any other Collateral Document, the amount of the debt secured by the mortgage or deed of trust, as applicable, shall be no greater than 115% of the fair market value of the real property subject to the mortgage. The Company shall, and shall cause each of its Subsidiaries to, deliver to the Collateral Trustee all documentation, including, without limitation, opinions of counsel and policies of title insurance, which the Collateral Trustee may reasonably request in connection with each such grant, including phase I environmental reports. SECTION 6 REMEDIAL PROVISIONS 6.1 Certain Matters Relating to Receivables. (a) At any time after the occurrence and during the continuance of an Event of Default, upon the Collateral Trustee's request and at the expense of the relevant Pledgor, such Pledgor shall cause independent public accountants or others reasonably satisfactory to the Collateral Trustee to furnish to the Collateral Trustee reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 29 (b) The Collateral Trustee hereby authorizes each Pledgor to collect such Pledgor's Receivables and, provided that no First Lien Obligation Period then exists, the Collateral Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of a Control Event. If required by the Collateral Trustee at any time after the occurrence and during the continuance of an Event of Default and provided that no First Lien Obligation Period then exists, any payments of Receivables, when collected by any Pledgor, (i) shall be promptly (and, in any event, within two Business Days) deposited by such Pledgor in substantially the same form received, duly indorsed by such Pledgor to the Collateral Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Trustee, subject to withdrawal by the Collateral Trustee for the account of the Secured Parties only as provided in Section 6.5 and subject to the Intercreditor Agreement, and (ii) until so turned over, shall be held by such Pledgor in trust for the Collateral Trustee and the other Secured Parties, segregated from other funds of such Pledgor. 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. If all Control Events cease to exist, any amounts then held in the Collateral Account by the Collateral Trustee shall be promptly distributed by the Collateral Trustee to the Company. (c) After the occurrence and during the continuation of an Event of Default, at the Collateral Trustee's reasonable request, the Company shall deliver to the Collateral Trustee such documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all invoices and weekly billing reports with respect to the Receivables. 6.2 Communications with Obligors; Pledgors Remain Liable. (a) Provided that no First Lien Obligation Period then exists, the Collateral Trustee 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 Collateral Trustee's satisfaction the existence, amount and terms of any Receivables. (b) Upon the request of the Collateral Trustee at any time after the occurrence and during the continuance of an Event of Default (other than during a First Lien Obligation Period), each Pledgor shall notify obligors on the Receivables that the Receivables have been assigned to the Collateral Trustee, for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Trustee. (c) Anything herein to the contrary notwithstanding, each Pledgor shall remain liable under each of the Receivables, Contracts and Leases 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 to such Receivable or such Contract or Lease. Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or any Contract or Lease by reason of or arising out of this 30 Agreement or the receipt by the Collateral Trustee or any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee or any other Secured Party be obligated in any manner to perform any of the obligations of any Pledgor under or pursuant to any Receivable (or any agreement giving rise thereto) or any Contract or Lease, 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 Securities. (a) Subject to Section 6.3(b), each Pledgor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case, to the extent permitted in the Indenture and subject to the requirements of Section 5.7 hereof, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee's reasonable judgment, would materially impair the Collateral or which would result in any violation of any provision of the Indenture, this Agreement or any other Secured Document. (b) Provided that no First Lien Obligation Period then exists, if an Event of Default shall occur and be continuing and the Collateral Trustee shall give notice of its intent to exercise such rights pursuant to this Section 6.3(b) to the relevant Pledgor or Pledgors, (i) the Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Securities Obligations in the order as the Collateral Trustee may determine, and/or (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Trustee or its nominee, and the Collateral Trustee or its nominee may during the existence of an Event of Default and provided that no First Lien Obligation Period then exists exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Pledgor or the Collateral Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may reasonably determine), all without liability except pursuant to Section 7.2(a), but the Collateral Trustee shall have no duty to any 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. Each Pledgor hereby appoints the Collateral Trustee, which appointment shall be exercisable only upon the occurrence and during the continuance of an Event of Default and provided that no First Lien Obligation Period then exists, such Pledgor's true and lawful attorney-in-fact 31 and grants to the Collateral Trustee an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Collateral Trustee reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Pledgor hereunder to, if the Collateral Trustee has exercised its rights under and in accordance with Section 6.3(b), (i) comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Event of Default has occurred and is continuing and no First Lien Obligation Period then exists and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Trustee. (d) If all Events of Default cease to exist, any property, funds or other amounts previously received by the Collateral Trustee pursuant to this Section 6.3 and still held by the Collateral Trustee at the time all Events of Default cease shall be promptly distributed by the Collateral Trustee to the Company. 6.4 Proceeds to be Turned Over to Collateral Trustee. In addition to the rights of the Collateral Trustee specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and no First Lien Obligation Period then exists, upon the Collateral Trustee's request, all Proceeds received by any Pledgor consisting of cash, checks and other near-cash items shall be held by such Pledgor in trust for the Collateral Trustee for the benefit of the other Secured Parties, segregated from other funds of such Pledgor, and shall, promptly upon receipt by such Pledgor, be turned over to the Collateral Trustee in substantially the same form received by such Pledgor (duly indorsed by such Pledgor to the Collateral Trustee if required). All such Proceeds received by the Collateral Trustee hereunder shall be held by the Collateral Trustee in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Trustee in a Collateral Account (or by such Pledgor in trust for the Collateral Trustee for the benefit of the other Secured Parties) shall continue to be held as collateral security for all the Securities Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof. If all Events of Default cease to exist, any amounts then held in the Collateral Account by the Collateral Trustee shall be promptly distributed by the Collateral Trustee to the Company. 6.5 Application of Proceeds. If an Event of Default shall have occurred and be continuing and no First Lien Obligation Period then exists, at any time at the Collateral Trustee's election, the Collateral Trustee may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Securities Obligations in such order as the Collateral Trustee may elect, and any part of such funds which the Collateral Trustee elects not so to apply shall, subject to the following sentence, continue to be held as collateral security for the 32 Securities Obligations. Any balance of such Proceeds remaining after the Termination Date or after all Events of Default cease to exist shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same. 6.6 Code and Other Remedies. Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Securities Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, if no First Lien Obligation Period then exists, the Collateral Trustee, 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 Pledgor 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, 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 the Collateral Trustee or any other 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. The Collateral Trustee or any other 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 Pledgor, which right or equity is hereby waived and released. Provided that no First Lien Obligation Period then exists, each Pledgor further agrees, at the Collateral Trustee's request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Pledgor's premises or elsewhere. The Collateral Trustee 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 Collateral Trustee and the other Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and reasonable disbursements in accordance with Section 6.07 of the Indenture, to the payment in whole or in part of the Obligations securing the Secured Documents, in such order as the Collateral Trustee may elect, and only after such application and after the payment by the Collateral Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) and (4) of the UCC, need the Collateral Trustee account for the surplus, if any, to any Pledgor. To the extent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Collateral Trustee or any other 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. 33 6.7 Private Sale. (a) Each Pledgor recognizes that the Collateral Trustee 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 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 no such private sale shall be deemed to have been made in a commercially unreasonable manner solely because it has had such a result. The Collateral Trustee 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. (b) Each Pledgor agrees to use its 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 pursuant to this Section 6.7 valid and binding and in compliance with any and all applicable law (including under the Communications Act). 6.8 Deficiency. Each Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Securities Obligations. 6.9 Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, each Pledgor, to the extent it can lawfully do so, hereby grants to the Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Pledgors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Pledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The license (i) shall be subject to those exclusive Copyright Licenses, Patent Licenses, and Trademark Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Secured Documents, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Trustee, only upon the occurrence and during the continuation of an Event of Default if no First Lien Obligation Period then exists, provided, that any license, sublicense or other transaction entered into by the Collateral Trustee in accordance herewith shall be binding upon the Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademark. 34 6.10 Bankruptcy. The Collateral Trustee shall have the right, subject to the Intercreditor Agreement, in connection with the issuance of any order for relief in a bankruptcy proceeding, to petition the bankruptcy court for the transfer of control or assignment of the FCC Licenses to a receiver, trustee, transferee, or similar official or to any purchaser of the Collateral pursuant to any public or private sale, foreclosure or other exercise of remedies available to the Collateral Trustee, all as permitted by applicable law. All amounts realized or collected through the exercise of remedies hereunder shall, subject to the Intercreditor Agreement, be applied to the Securities Obligations as provided in the Indenture in such order as the Collateral Trustee may elect. 6.11 Changes in Applicable Law. The parties acknowledge their intent that, upon the occurrence of an Event of Default and during the continuance thereof, subject to the Intercreditor Agreement, the Collateral Trustee shall receive, to the fullest extent permitted by applicable law and governmental policy (including, without limitation, the rules, regulations, and policies of the FCC), all rights necessary or desirable to obtain, use or sell the Collateral and, subject to the Intercreditor Agreement, to exercise all remedies available to it under this Agreement, the Uniform Commercial Code as in effect in any applicable jurisdiction, or other applicable law. The parties further acknowledge and agree that, in the event of changes in law or governmental policy occurring subsequent to the date hereof that affect in any manner the Collateral Trustee's rights of access to, or use or sale of, the Collateral, or the procedures necessary to enable the Collateral Trustee to obtain such rights of access, use or sale, the Collateral Trustee and the Pledgors shall amend this Agreement in such manner as the Collateral Trustee shall reasonably request in order to provide the Collateral Trustee such rights to the greatest extent possible consistent with applicable law and governmental policy. SECTION 7 THE COLLATERAL TRUSTEE 7.1 Collateral Trustee's Appointment as Attorney-in-Fact, etc. (a) Each Pledgor hereby irrevocably constitutes and appoints the Collateral Trustee 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 Pledgor and in the name of such Pledgor 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 Pledgor hereby gives the Collateral Trustee the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor, to do any or all of the following, each such power of attorney to be coupled with an interest; provided that the Collateral Trustee 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 and no First Lien Obligation Period then exists: 35 (i) in the name of such Pledgor 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 Collateral Trustee for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable, all as the Collateral Trustee may reasonably determine; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may request to evidence the Collateral Trustee security interest in such Intellectual Property and the goodwill of such Pledgor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Secured Document and pay all or any part of the premiums therefor and the costs thereof, all as the Collateral Trustee may reasonably determine; (iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (v) 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 Collateral Trustee or as the Collateral Trustee shall direct; (vi) 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, all as the Collateral Trustee may reasonably determine; (vii) 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; (viii) 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; (ix) defend any suit, action or proceeding brought against such Pledgor with respect to any Collateral, all as the Collateral Trustee may reasonably determine; (x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the 36 Collateral Trustee may deem appropriate, all as the Collateral Trustee may reasonably determine; (xi) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes; (xii) sue on, modify or terminate and waive or release the performance or observance of any obligation under the Contracts or the Leases; (xiii) seek all governmental approvals (including, to the maximum extent permitted by law, FCC approvals) required for the operation of the business of such Pledgor; and (xiv) in accordance with and to the extent permitted by applicable law, 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 Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustee's option and such Pledgor's expense (including reasonable attorney's fees), at any time, or from time to time, all acts and things which the Collateral Trustee deems necessary to protect, preserve or realize upon the Collateral and the Collateral Trustee's security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Pledgor might do. (b) If any Pledgor fails to perform or comply with any of its agreements contained herein or with any condition contained in any of the Contracts or the Leases, the Collateral Trustee, at its option, so long as no First Lien Obligation Period exists 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 Collateral Trustee incurred in connection with actions undertaken as provided in this Section 7.1 shall be payable in accordance with the Indenture. (d) Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof to the extent done or caused to be done in accordance herewith. 7.2 Duties of Collateral Trustee. The Collateral Trustee's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Trustee deals with similar property for its own account. (b) Neither the Collateral Trustee, any other Secured Party nor any of its 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 37 Pledgor or any other Person or to take any other similar action whatsoever with regard to the Collateral or any part thereof. (c) The powers conferred on the Collateral Trustee hereunder are solely to protect the interests of the Collateral Trustee for the benefit of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Trustee or any Secured Party to exercise any such powers. Subject to Section 7.2(a), the Collateral Trustee and the other 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 Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. (d) Notwithstanding anything herein which may be construed to the contrary, (i) no action shall be taken by the Collateral Trustee in accordance with this Agreement which may require the consent or approval of the FCC, and the proxy granted in Section 6.3(b) shall not become effective, unless and until all requirements of applicable law, including without limitation, any required approval, or any notification required to be given, under the Communications Act have been satisfied and (ii) no action shall be taken by the Collateral Trustee with respect to the FCC Licenses unless and until an Event of Default exists and all requirements of applicable law, including, without limitation, any required approval, or any notification required to be given, under the Communications Act, have been satisfied. 7.3 Filing of Financing Statements. Each Pledgor authorizes the Collateral Trustee to file or record financing statements, any amendments thereto and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Collateral Trustee reasonably determines appropriate to perfect the security interests of the Collateral Trustee under this Agreement including, without limitation, any financing statement describing the collateral as "all assets," "all personal property" or any similar description. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the extent permitted by law. In addition, each Pledgor listed on Schedule 4.10 as of the date hereof or added to Schedule 4.10 pursuant to Section 1 of the form of Assumption Agreement attached hereto as Annex I authorizes the Collateral Trustee upon filing or recording any financing statement to indicate on such financing statement that such Pledgor is a "transmitting utility" as such term is defined in Section 9-102(a)(80) of the UCC and to file any addendum required to be attached thereto. 7.4 Authority of Collateral Trustee. Each Pledgor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee 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 Collateral Trustee and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, 38 but, as between the Collateral Trustee and the Pledgors, the Collateral Trustee 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, it being understood that the Collateral Trustee shall be the only party entitled to exercise remedies under this Agreement; and no Pledgor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 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 by a written instrument executed by each affected Pledgor and the Collateral Trustee; provided that (i) any provision of this Agreement imposing obligations on any Pledgor may be waived by the Collateral Trustee in a written instrument executed by the Collateral Trustee, (ii) any addition of any additional Pledgor pursuant to Section 8.15 shall not require the consent of any Secured Party, (iii) the updating or amending of the Schedules to this Agreement pursuant to the terms of this Agreement (including, without limitation, pursuant to Section 8.16 hereof) and (iv) any addition of any additional Secured Party pursuant to Section 8.18 shall not require the consent of the Collateral Trustee (except in the case of clause (iv)) or any Secured Party. 8.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or, subject to the last sentence of this Section 8.2 by electronic mail and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made on the date of receipt, addressed as follows in the case of the Collateral Trustee, and as set forth on Schedule 8.2 in the case of the Pledgors, or to such other address as may be hereafter notified by the respective parties hereto: U.S. Bank National Association 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Corporate Trust Services Fax: 651 ###-###-#### Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. Electronic mail and Internet and intranet websites may be used only to distribute Collateral Documents for execution by the parties thereto, and may not be used for any other purpose unless consented to by the Company and the Collateral Trustee in writing prior to any applicable distribution, notice or other communication. 8.3 No Waiver by Course of Conduct; Cumulative Remedies. The Collateral Trustee shall not by any act (except by a written instrument pursuant to 39 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 the Collateral Trustee 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 Collateral Trustee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Trustee 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 Pledgor agrees to pay, reimburse, indemnify and hold harmless the Collateral Trustee, to the same extent and on the same terms that the Company is required to do so in accordance with Section 6.07 of the Indenture. (b) Each Pledgor agrees to pay, and to save the Collateral Trustee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar 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) The agreements in this Section 8.4 shall survive repayment of the Securities Obligations and all other amounts payable under the Indenture and the other Secured Documents. 8.5 Successors and Assigns. The Pledgors agree that this Agreement and the rights hereunder may in the discretion of the Secured Parties, or any of them, as applicable, be assigned in whole or in part in connection with any sale, transfer or other assignment of the Senior Secured Notes or the Indebtedness evidenced thereby, as permitted under the Indenture. This Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Collateral Trustee and the other Secured Parties and their permitted successors and assigns; provided, that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee and any purported assignment, transfer or delegation in violation of this Section 8.5 shall be null and void. 8.6 Intentionally Omitted. 8.7 Counterparts; Binding Effect. 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. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Trustee and a counterpart hereof shall have been executed on behalf of the Collateral Trustee, and thereafter shall be binding upon such Pledgor and 40 the Collateral Trustee and their respective successors and assigns permitted under Section 8.5, and shall inure to the benefit of such Pledgor, the Collateral Trustee and their respective successors and assigns permitted under Section 8.5. 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 Secured Documents represent the agreement of the Pledgors, the Collateral Trustee and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Trustee or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Secured 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 Pledgor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Secured 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 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 Pledgor at its address referred to in Section 8.2 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto; 41 (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 Acknowledgments. Each Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Secured Documents to which it is a party; (b) neither the Collateral Trustee nor any other Secured Party has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this Agreement or any of the other Secured Documents, and the relationship between the Pledgors, on the one hand, and the Collateral Trustee and other 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 Secured Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Pledgors and the Secured Parties. 8.14 WAIVER OF JURY TRIAL. EACH PLEDGOR AND THE COLLATERAL TRUSTEE 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. 8.15 Additional Pledgors. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 10.21 of the Indenture shall become a Pledgor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in substantially the form of Annex I hereto. Upon the execution and delivery by any Subsidiary of the Company of an Assumption Agreement, the supplemental schedules attached to such Assumption Agreement shall be incorporated into and become a part of and supplement the Schedules to this Agreement and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Assumption Agreement. 8.16 Releases. (a) The Collateral shall be released in whole from the Liens created hereby in accordance with Section 13.03(b) of the Indenture and, in part, in accordance with Section 13.03(c) of the Indenture. 8.17 Benefit of Secured Parties. All Liens granted or contemplated hereby shall be for the benefit of the Collateral Trustee and the Secured Parties, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to 42 the Securities Obligations in accordance with the terms of the Intercreditor Agreement and the Indenture. 8.18 Amendment for New Parties. Upon the Incurrence of Pari Passu Indebtedness secured by Liens permitted under clause (3) or (4) of the definition of Permitted Liens ("Additional Second Lien Obligations"), the holders of such Pari Passu Indebtedness or the trustee or agent on behalf of such holders shall execute and deliver a joinder, amendment or supplement to this Agreement to provide that the new holder(s) (and/or the trustee or agent for such holder(s)) shall be "Secured Parties" hereunder, which joinder, amendment or supplement may provide for the appointment of the Collateral Trustee as agent for such holder(s) and/or provide for the grant of a security interest in the Collateral by the Pledgors in form and substance reasonably satisfactory to the Collateral Trustee. Upon the execution and delivery by such holder(s) (or trustee or agent) and the other parties thereto of such joinder, amendment or supplement, such holder(s) shall become a "Secured Party" hereunder with the same force and effect as if it were originally a party to this Agreement and named as a "Secured Party" herein. The execution and delivery of such joinder, amendment or supplement shall not require the consent of any other Secured Party hereunder (other than the Collateral Trustee), and the rights and obligations of each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Secured Party as a party to this Agreement. IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly executed and delivered as of the date first above written. RURAL CELLULAR CORPORATION By: _________________________________ Name: Title: RCC MINNESOTA, INC. By: _________________________________ Name: Title: RCC HOLDINGS, INC. By: _________________________________ Name: Title: BMCT EQUIPMENT COMPANY, L.L.C. By: _________________________________ Name: Title: FERRY EQUIPMENT COMPANY, L.L.C. By: _________________________________ Name: Title: RCC PAGING, INC. By: _________________________________ Name: Title: RGI GROUP, INC. By: _________________________________ Name: Title: TLA SPECTRUM, LLC By: _________________________________ Name: Title: RCC NETWORK, INC. By: _________________________________ Name: Title: RCC TRANSPORT, INC. By: _________________________________ Name: Title: RCC ATLANTIC LONG DISTANCE, INC. By: _________________________________ Name: Title: RCC ATLANTIC, INC. By: _________________________________ Name: Title: ALEXANDRIA INDEMNITY CORPORATION By: _________________________________ Name: Title: AGREED AND ACCEPTED U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee By: ______________________________ Name: Title: Schedule 4.2 FILINGS REQUIRED TO PERFECT SECURITY INTERESTS Uniform Commercial Code Filings [List each office where a financing statement is to be filed] Sched. 4.2 - Page 1 Schedule 4.3 JURISDICTION OF ORGANIZATION AND LOCATION OF CHIEF EXECUTIVE OFFICE
Registered Stock Number and Class of Percentage of Owner Issuer Certificate No. Shares Equity Interest - ---------- ------ --------------- ------------------- ---------------
PLEDGED NOTES:
Date of Maturity Issuer Payee Principal Amount Note Date - ------ ----- ---------------- ------- --------
Sched. 4.5 - Page 1 Schedule 4.7 COPYRIGHTS AND COPYRIGHT LICENSES OWNED BY [NAME OF PLEDGOR] [Make a separate page of Schedule 4.7 for each Pledgor and state if no copyrights are owned. List in numerical order by Registration No.] U.S. Copyright Registrations
Title Reg. No. Author - ----- -------- ------
Pending U.S. Copyright Applications for Registration
Title Author Class Date Filed - ----- ------ ----- ----------
PATENTS AND PATENT LICENSES OWNED BY [NAME OF PLEDGOR] [Make a separate page of Schedule 4.7 for each Pledgor and state if no patents are owned. List in numerical order by Patent No./Patent Application No.] U.S. Patent Registrations
Patent Numbers Issue Date - -------------- ----------
Sched. 4.7 - Page 1 U.S. Patent Applications
Patent Application No. Filing Date - ---------------------- -----------
Sched. 4.7 - Page 2 TRADEMARK, TRADEMARK LICENSES AND TRADE NAMES OWNED BY [NAME OF PLEDGOR] [Make a separate page of Schedule 4.7 for each Pledgor and state if no trademarks/trade names are owned. List in numerical order by Trademark Registration/Application no.] U.S. Trademark Registrations
Mark Reg. Date Reg. No. - ---- --------- --------
U.S. Trademark Applications
Mark Filing Date Application No. - ---- ----------- ---------------
State Trademark Registrations [List in alphabetical order by state/numerical order by Registration no. within each state]
State Mark Reg. Date Reg. No. - ----- ---- --------- --------
State Trademark Applications [List in alphabetical order by state/numerical order by Application no. within each state]
State Mark Reg. Date Reg. No. - ----- ---- --------- --------
Trademark Licenses
Jurisdiction Mark Licensor Licensee - ------------ ---- -------- --------
Sched. 4.7 - Page 3 Trade Names
Country(s) Where Used Trade Names - --------------------- -----------
Sched. 8.2 - Page 1 ANNEX I TO COLLATERAL AGREEMENT ASSUMPTION AGREEMENT, dated as of ________________, 200_ (this "Assumption Agreement"), made by ______________________________, a ______________ (the "Additional Pledgor"), in favor of ___________________, as Collateral Trustee for the benefit of the Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement (as defined below). W I T N E S S E T H : WHEREAS, the Company, the other Pledgors and U.S. Bank National Association, as trustee, have entered into an Indenture, dated as of March 25, 2004 (as amended, supplemented or otherwise modified from time to time, the "Indenture"); WHEREAS, in connection with the Indenture, the Company and certain of its Subsidiaries (other than the Additional Pledgor) have entered into the Collateral Agreement, dated as of March 25, 2004 (as amended, supplemented or otherwise modified from time to time, the "Collateral Agreement") in favor of the Collateral Trustee for the benefit of the Secured Parties; WHEREAS, the Indenture requires the Additional Pledgor to become a party to the Collateral Agreement; and WHEREAS, the Additional Pledgor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Collateral Agreement; NOW, THEREFORE, IT IS AGREED: 1. Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Pledgor, as provided in Section 8.15 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Pledgor thereunder. In furtherance of the foregoing, the Additional Pledgor, as security for the payment and performance in full of the Securities Obligations, does hereby create and grant to the Collateral Trustee, its successors and assigns, for the benefit of the other Secured Parties a security interest in all of the Additional Pledgor's right, title and interest in and to the Collateral of the Additional Pledgor. Each reference to a "Pledgor" or a "Guarantor" in the Collateral Agreement shall be deemed to include the Additional Pledgor. The Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to Page 1 the information set forth in Schedules ____________(1) to the Collateral Agreement and the Schedules shall be deemed so amended. The Additional Pledgor hereby represents and warrants that [(i)] each of the representations and warranties contained in Section 4 of the Collateral Agreement applicable to it is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date [and, (ii) that it is not a person primarily engaged in the business of transmitting communications electrically, electromagnetically or by light].(2) 2. Intercreditor Agreement. By executing and delivering this Assumption Agreement, the Additional Pledgor, as provided in Section 1.1 of the Intercreditor Agreement, hereby becomes a party to the Intercreditor Agreement with the same force and effect as if originally named therein as a party thereto and, without limiting the generality of the foregoing, hereby expressly assumes all obligations applicable to it thereunder. 3. Representations of Additional Pledgor. The Additional Pledgor represents and warrants to the Collateral Trustee for the benefit of the Secured Parties that this Assumption Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4. Counterparts; Binding Effect. This Assumption Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract. This Assumption Agreement shall become effective when (a) the Collateral Trustee shall have received a counterpart of this Assumption Agreement that bears the signature of the Additional Pledgor and (b) the Collateral Trustee has executed a counterpart hereof. Delivery of an executed counterpart of a signature page of this Assumption Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assumption Agreement. 5. Full Force and Effect. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect. 6. Severability. Any provision of this Assumption Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability in such jurisdiction of the remaining provisions - ------------------ (1) Refer to each Schedule which needs to be supplemented. (2) If the Additional Pledgor is a "Transmitting Utility," delete this sub-clause and add such Additional Pledgor to Schedule 4.10. Page 2 hereof and of the Collateral Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.2 of the Collateral Agreement. All communications and notices hereunder to the Additional Pledgor shall be given to it at the address set forth under its signature below. 8. Fees and Expenses. The Additional Pledgor agrees to reimburse the Collateral Trustee for its reasonable out-of-pocket expenses in connection with the extension and delivery of this Assumption Agreement, including the reasonable fees and disbursements of outside counsel for the Collateral Trustee. 9. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Page 3 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL PLEDGOR] By: ______________________________ Name: Title: AGREED TO AND ACCEPTED U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee By: _____________________________ Name: Title: Page 4 COLLATERAL AGREEMENT made by RURAL CELLULAR CORPORATION and the other Pledgors named herein in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee Dated as of March 25, 2004 TABLE OF CONTENTS
Page ---- SECTION 1 DEFINED TERMS............................................................. 2 1.1 Definitions........................................................... 2 1.2 Other Definitional Provisions......................................... 11 SECTION 2 INTERCREDITOR AGREEMENT................................................... 11 SECTION 3 GRANT OF SECURITY INTEREST................................................ 11 3.1 Grant of Security Interest............................................ 11 3.2 Exclusions............................................................ 13 SECTION 4 REPRESENTATIONS AND WARRANTIES............................................ 14 4.1 Title; No Other Liens................................................. 14 4.2 Perfected Second Priority Liens....................................... 14 4.3 Jurisdiction of Organization; Chief Executive Office.................. 15 4.4 Inventory and Equipment............................................... 15 4.5 Pledged Securities.................................................... 15 4.6 Receivables........................................................... 16 4.7 Intellectual Property................................................. 16 4.8 Deposit Accounts; Securities Accounts................................. 16 4.9 FCC Licenses.......................................................... 16 4.10 Transmitting Utility.................................................. 17 4.11 Commercial Tort Claims................................................ 17 4.12 Letter-of-Credit Rights............................................... 17 4.13 Material Collateral................................................... 17 SECTION 5 COVENANTS................................................................. 17 5.1 Covenants in Indenture................................................ 17 5.2 Delivery of Instruments and Chattel Paper............................. 17 5.3 Intentionally Omitted................................................. 18 5.4 Maintenance of Perfected Security Interest; Further Documentation..... 18 5.5 Changes in Locations, Name, etc....................................... 18 5.6 Notices............................................................... 18 5.7 Pledged Securities; Securities Accounts; Deposit Accounts............. 18 5.8 Receivables........................................................... 20 5.9 Intellectual Property................................................. 21 5.10 Electronic Chattel Paper and Transferable Records..................... 22 5.11 FCC Compliance........................................................ 22 5.12 Letter-of-Credit Rights............................................... 22 5.13 Commercial Tort Claims................................................ 23 5.14 Alexandria Regulatory Reserve Account................................. 23 5.15 License-Only Subsidiaries............................................. 23 5.16 Permitted Control Agreement........................................... 26
-i- TABLE OF CONTENTS (Continued)
Page ---- 5.17 Insurance............................................................. 27 5.18 Real Estate........................................................... 28 SECTION 6 REMEDIAL PROVISIONS....................................................... 28 6.1 Certain Matters Relating to Receivables............................... 28 6.2 Communications with Obligors; Pledgors Remain Liable.................. 29 6.3 Pledged Securities.................................................... 30 6.4 Proceeds to be Turned Over to Collateral Trustee...................... 31 6.5 Application of Proceeds............................................... 31 6.6 Code and Other Remedies............................................... 32 6.7 Private Sale.......................................................... 33 6.8 Deficiency............................................................ 33 6.9 Grant of License to Use Intellectual Property......................... 33 6.10 Bankruptcy............................................................ 34 6.11 Changes in Applicable Law............................................. 34 SECTION 7 THE COLLATERAL TRUSTEE.................................................... 34 7.1 Collateral Trustee's Appointment as Attorney-in-Fact, etc............. 34 7.2 Duties of Collateral Trustee.......................................... 36 7.3 Filing of Financing Statements........................................ 37 7.4 Authority of Collateral Trustee....................................... 37 SECTION 8 MISCELLANEOUS............................................................. 38 8.1 Amendments in Writing................................................. 38 8.2 Notices............................................................... 38 8.3 No Waiver by Course of Conduct; Cumulative Remedies................... 38 8.4 Enforcement Expenses; Indemnification................................. 39 8.5 Successors and Assigns................................................ 39 8.6 Intentionally Omitted................................................. 39 8.7 Counterparts; Binding Effect.......................................... 39 8.8 Severability.......................................................... 40 8.9 Section Headings...................................................... 40 8.10 Integration........................................................... 40 8.11 GOVERNING LAW......................................................... 40 8.12 Submission To Jurisdiction; Waivers................................... 40 8.13 Acknowledgments....................................................... 41 8.14 WAIVER OF JURY TRIAL.................................................. 41 8.15 Additional Pledgors................................................... 41 8.16 Releases.............................................................. 41 8.17 Benefit of Secured Parties............................................ 41 8.18 Amendment for New Parties............................................. 42
-ii- TABLE OF CONTENTS (Continued) SCHEDULES 4.2 - Filings Required To Perfect Security Interests 4.3 - Jurisdiction of Organization and Location of Chief Executive Office 4.4 - Inventory and Equipment 4.5 - Description of Pledged Securities 4.7 - Intellectual Property 4.8 - Deposit Accounts and Securities Accounts 4.9 - FCC Licenses 4.10 - Transmitting Utilities 4.11 - Commercial Tort Claims 4.12 - Letter-of-Credit Rights 8.2 - Notice Addresses of Pledgors ANNEXES I - Form of Assumption Agreement EXHIBIT Exhibit A - Form of Existing Control Agreement -iii-
