exv10w3






EXECUTION COPY




Exhibit 10.3




 





Published CUSIP No:


Revolving Credit Loans: [     ]




CREDIT AGREEMENT




Dated as of May 13, 2008




among




BT TRIPLE CROWN MERGER CO., INC.

(to be merged with and into Clear Channel Communications, Inc.),

as Parent Borrower,




the Several Subsidiary Borrowers party hereto,

CLEAR CHANNEL CAPITAL I, LLC,

as Holdings,




Citibank, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as L/C Issuer,

and




THE OTHER LENDERS PARTY HERETO




 






DEUTSCHE BANK SECURITIES INC. and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agents,




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

THE ROYAL BANK OF SCOTLAND PLC and

WACHOVIA CAPITAL MARKETS, LLC,

as Co-Documentation Agents,




CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC. and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Other Interpretive Provisions
	 	 	46	 
	SECTION 1.03. Accounting Terms
	 	 	47	 
	SECTION 1.04. Rounding
	 	 	47	 
	SECTION 1.05. References to Agreements, Laws, Etc.
	 	 	47	 
	SECTION 1.06. Times of Day
	 	 	47	 
	SECTION 1.07. Pro Forma Calculations
	 	 	47	 
	 
	 	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	49	 
	SECTION 2.01. The Loans
	 	 	49	 
	SECTION 2.02. Borrowings, Conversions and Continuations of Loans
	 	 	50	 
	SECTION 2.03. Letters of Credit
	 	 	51	 
	SECTION 2.04. Swing Line Loans
	 	 	58	 
	SECTION 2.05. Prepayments
	 	 	60	 
	SECTION 2.06. Termination or Reduction of Commitments
	 	 	62	 
	SECTION 2.07. Repayment of Loans
	 	 	62	 
	SECTION 2.08. Interest
	 	 	62	 
	SECTION 2.09. Fees
	 	 	63	 
	SECTION 2.10. Computation of Interest and Fees
	 	 	63	 
	SECTION 2.11. Evidence of Indebtedness
	 	 	63	 
	SECTION 2.12. Payments Generally
	 	 	64	 
	SECTION 2.13. Sharing of Payments
	 	 	65	 
	SECTION 2.14. Incremental Credit Extensions
	 	 	65	 
	SECTION 2.15. Reserves
	 	 	66	 
	 
	 	 	 	 
	ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	 	 	67	 
	SECTION 3.01. Taxes
	 	 	67	 
	SECTION 3.02. Illegality
	 	 	69	 
	SECTION 3.03. Inability to Determine Rates
	 	 	70	 
	SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans
	 	 	70	 
	SECTION 3.05. Funding Losses
	 	 	71	 
	SECTION 3.06. Matters Applicable to All Requests for Compensation
	 	 	71	 
	SECTION 3.07. Replacement of Lenders Under Certain Circumstances
	 	 	72	 
	SECTION 3.08. Survival
	 	 	73	 







-i-









 








	 	 	 	 	 
	 	 	Page	 
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	73	 
	SECTION 4.01. Conditions to Initial Credit Extension
	 	 	73	 
	SECTION 4.02. Conditions to Subsequent Credit Extensions
	 	 	74	 
	SECTION 4.03. Right to Cure Liquidity Event Condition
	 	 	74	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	75	 
	SECTION 5.01. Existence, Qualification and Power; Compliance with Laws
	 	 	75	 
	SECTION 5.02. Authorization; No Contravention
	 	 	75	 
	SECTION 5.03. Governmental Authorization
	 	 	75	 
	SECTION 5.04. Binding Effect
	 	 	76	 
	SECTION 5.05. Financial Statements; No Material Adverse Effect
	 	 	76	 
	SECTION 5.06. Litigation
	 	 	76	 
	SECTION 5.07. Labor Matters
	 	 	76	 
	SECTION 5.08. Ownership of Property; Liens
	 	 	76	 
	SECTION 5.09. Environmental Matters
	 	 	77	 
	SECTION 5.10. Taxes
	 	 	77	 
	SECTION 5.11. ERISA Compliance, Etc.
	 	 	77	 
	SECTION 5.12. Subsidiaries
	 	 	78	 
	SECTION 5.13. Margin Regulations; Investment Company Act
	 	 	78	 
	SECTION 5.14. Disclosure
	 	 	78	 
	SECTION 5.15. Intellectual Property; Licenses, Etc
	 	 	78	 
	SECTION 5.16. Solvency
	 	 	79	 
	SECTION 5.17. Subordination of Junior Financing
	 	 	79	 
	SECTION 5.18. Special Representations Relating to FCC Authorizations, Etc.
	 	 	79	 
	 
	 	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	80	 
	SECTION 6.01. Financial Statements and Borrowing Base Certificates
	 	 	80	 
	SECTION 6.02. Certificates; Other Information
	 	 	81	 
	SECTION 6.03. Notices
	 	 	83	 
	SECTION 6.04. Payment of Obligations
	 	 	84	 
	SECTION 6.05. Preservation of Existence, Etc
	 	 	84	 
	SECTION 6.06. Maintenance of Properties
	 	 	84	 
	SECTION 6.07. Maintenance of Insurance
	 	 	84	 
	SECTION 6.08. Compliance with Laws
	 	 	84	 
	SECTION 6.09. Books and Records
	 	 	85	 
	SECTION 6.10. Inspection Rights
	 	 	85	 
	SECTION 6.11. Additional Borrowers, Guarantors and Obligations to Give Security
	 	 	85	 
	SECTION 6.12. Compliance with Environmental Laws
	 	 	86	 






-ii-









 








	 	 	 	 	 
	 	 	Page	 
	SECTION 6.13. Further Assurances and Post Closing Deliverables
	 	 	86	 
	SECTION 6.14. Designation of Subsidiaries
	 	 	87	 
	SECTION 6.15. Cash Management Systems
	 	 	87	 
	SECTION 6.16. License Subsidiaries
	 	 	89	 
	 
	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	90	 
	SECTION 7.01. Liens
	 	 	90	 
	SECTION 7.02. Investments
	 	 	93	 
	SECTION 7.03. Indebtedness
	 	 	96	 
	SECTION 7.04. Fundamental Changes
	 	 	100	 
	SECTION 7.05. Dispositions
	 	 	101	 
	SECTION 7.06. Restricted Payments
	 	 	103	 
	SECTION 7.07. Change in Nature of Business
	 	 	106	 
	SECTION 7.08. Transactions with Affiliates
	 	 	106	 
	SECTION 7.09. Burdensome Agreements
	 	 	107	 
	SECTION 7.10. Use of Proceeds
	 	 	108	 
	SECTION 7.11. Accounting Changes
	 	 	108	 
	SECTION 7.12. Prepayments, Etc. of Indebtedness
	 	 	109	 
	SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries and Unrestricted Subsidiaries
	 	 	110	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	 	 	110	 
	SECTION 8.01. Events of Default
	 	 	110	 
	SECTION 8.02. Remedies upon Event of Default
	 	 	112	 
	SECTION 8.03. Application of Funds
	 	 	111	 
	 
	 	 	 	 
	ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS
	 	 	113	 
	SECTION 9.01. Appointment and Authorization of the Administrative Agent
	 	 	113	 
	SECTION 9.02. Delegation of Duties
	 	 	114	 
	SECTION 9.03. Liability of Agents
	 	 	114	 
	SECTION 9.04. Reliance by the Administrative Agent
	 	 	115	 
	SECTION 9.05. Notice of Default
	 	 	115	 
	SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	 	 	116	 
	SECTION 9.07. Indemnification of Agents
	 	 	116	 
	SECTION 9.08. Withholding Tax
	 	 	116	 
	SECTION 9.09. Agents in Their Individual Capacities
	 	 	117	 
	SECTION 9.10. Successor Administrative Agent
	 	 	118	 
	SECTION 9.11. Administrative Agent May File Proofs of Claim
	 	 	118	 
	SECTION 9.12. Collateral and Guaranty Matters
	 	 	119	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 9.13. Other Agents; Arrangers and Managers
	 	 	119	 
	SECTION 9.14. Appointment of Supplemental Administrative Agents
	 	 	120	 
	SECTION 9.15. Intercreditor Agreement
	 	 	120	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	120	 
	SECTION 10.01. Amendments, Etc.
	 	 	120	 
	SECTION 10.02. Notices and Other Communications; Facsimile Copies
	 	 	122	 
	SECTION 10.03. No Waiver; Cumulative Remedies
	 	 	123	 
	SECTION 10.04. Attorney Costs and Expenses
	 	 	123	 
	SECTION 10.05. Indemnification by the Borrowers
	 	 	124	 
	SECTION 10.06. Payments Set Aside
	 	 	124	 
	SECTION 10.07. Successors and Assigns
	 	 	125	 
	SECTION 10.08. Confidentiality
	 	 	128	 
	SECTION 10.09. Treatment of Information
	 	 	128	 
	SECTION 10.10. Setoff
	 	 	129	 
	SECTION 10.11. Interest Rate Limitation
	 	 	130	 
	SECTION 10.12. Counterparts
	 	 	130	 
	SECTION 10.13. Integration
	 	 	130	 
	SECTION 10.14. Survival of Representations and Warranties
	 	 	130	 
	SECTION 10.15. Severability
	 	 	130	 
	SECTION 10.16. GOVERNING LAW
	 	 	130	 
	SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	131	 
	SECTION 10.18. Binding Effect
	 	 	131	 
	SECTION 10.19. Judgment Currency
	 	 	131	 
	SECTION 10.20. Lender Action
	 	 	132	 
	SECTION 10.21. USA PATRIOT Act
	 	 	132	 
	SECTION 10.22. No Advisory or Fiduciary Responsibility
	 	 	132	 
	SECTION 10.23. No Personal Liability
	 	 	132	 
	SECTION 10.24. FCC
	 	 	132	 
	SECTION 10.25. Joint and Several Liability
	 	 	133	 
	SECTION 10.26. Contribution and Indemnification Among the Loan Parties
	 	 	133	 
	SECTION 10.27. Agency of the Parent Borrower for Each Other Borrower
	 	 	134	 
	SECTION 10.28. Reinstatement
	 	 	134	 
	SECTION 10.29. Express Waivers by Borrowers in Respect of Cross-Guaranties and
Cross-Collateralization
	 	 	134	 
	SECTION 10.30. Effectiveness of Merger
	 	 	135	 






-iv-









 








	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Other Interpretive Provisions
	 	 	46	 
	SECTION 1.03. Accounting Terms
	 	 	47	 
	SECTION 1.04. Rounding
	 	 	47	 
	SECTION 1.05. References to Agreements, Laws, Etc.
	 	 	47	 
	SECTION 1.06. Times of Day
	 	 	47	 
	SECTION 1.07. Pro Forma Calculations
	 	 	47	 
	 
	 	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	49	 
	SECTION 2.01. The Loans
	 	 	49	 
	SECTION 2.02. Borrowings, Conversions and Continuations of Loans
	 	 	50	 
	SECTION 2.03. Letters of Credit
	 	 	51	 
	SECTION 2.04. Swing Line Loans
	 	 	58	 
	SECTION 2.05. Prepayments
	 	 	60	 
	SECTION 2.06. Termination or Reduction of Commitments
	 	 	62	 
	SECTION 2.07. Repayment of Loans
	 	 	62	 
	SECTION 2.08. Interest
	 	 	62	 
	SECTION 2.09. Fees
	 	 	63	 
	SECTION 2.10. Computation of Interest and Fees
	 	 	63	 
	SECTION 2.11. Evidence of Indebtedness
	 	 	63	 
	SECTION 2.12. Payments Generally
	 	 	64	 
	SECTION 2.13. Sharing of Payments
	 	 	65	 
	SECTION 2.14. Incremental Credit Extensions
	 	 	65	 
	SECTION 2.15. Reserves. Notwithstanding anything to the contrary, the
Administrative Agent may at any time and from time to time in the exercise of
its Permitted Discretion establish and increase or decrease Reserves;
provided that, so long as no Event of Default has occurred and is continuing,
the Administrative Agent shall have provided the Parent Borrower at least
three (3) Business Days’ prior written notice of any such establishment or
increase; and provided further that the Administrative Agent may only
establish or increase a Reserve after the date hereof based on an event,
condition or other circumstance arising after the Closing Date or based on
facts not known to the Administrative Agent as of the Closing Date. The
amount of any Reserve established by the Administrative Agent shall have a
reasonable relationship to the event, condition, other circumstance or new
fact that is the basis for the Reserve. Upon delivery of such notice, the
Administrative Agent shall be available to discuss the proposed Reserve or
increase, and the Borrowers may take such action as may be required so that
the event, condition, circumstance or new fact that is the basis for such
Reserve or increase no longer exists, in a manner and to the extent
reasonably satisfactory to the Administrative Agent in the exercise of its
Permitted Discretion. In no event shall such notice and opportunity limit
the right of the Administrative Agent to establish or change such Reserve,
unless the Administrative Agent shall have determined in its Permitted
Discretion that the event, condition, other circumstance or new fact that is
the basis for such new Reserve or such change no longer exists or has
otherwise been adequately
addressed by the Borrowers. Notwithstanding anything herein to the
contrary, Reserves shall not duplicate eligibility criteria contained in the
definition of “Eligible Accounts”.
	 	 	66	 






-v-









 








	 	 	 	 	 
	 	 	Page	 
	ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	 	 	67	 
	SECTION 3.01. Taxes
	 	 	67	 
	SECTION 3.02. Illegality
	 	 	69	 
	SECTION 3.03. Inability to Determine Rates
	 	 	70	 
	SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans
	 	 	70	 
	SECTION 3.05. Funding Losses
	 	 	71	 
	SECTION 3.06. Matters Applicable to All Requests for Compensation
	 	 	71	 
	SECTION 3.07. Replacement of Lenders Under Certain Circumstances
	 	 	72	 
	SECTION 3.08. Survival
	 	 	73	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	73	 
	SECTION 4.01. Conditions to Initial Credit Extension
	 	 	73	 
	SECTION 4.02. Conditions to Subsequent Credit Extensions
	 	 	74	 
	SECTION 4.03. Right to Cure Liquidity Event Condition
	 	 	74	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	75	 
	SECTION 5.01. Existence, Qualification and Power; Compliance with Laws
	 	 	75	 
	SECTION 5.02. Authorization; No Contravention
	 	 	75	 
	SECTION 5.03. Governmental Authorization
	 	 	75	 
	SECTION 5.04. Binding Effect
	 	 	76	 
	SECTION 5.05. Financial Statements; No Material Adverse Effect
	 	 	76	 
	SECTION 5.06. Litigation
	 	 	76	 
	SECTION 5.07. Labor Matters
	 	 	76	 
	SECTION 5.08. Ownership of Property; Liens
	 	 	76	 
	SECTION 5.09. Environmental Matters
	 	 	77	 
	SECTION 5.10. Taxes
	 	 	77	 
	SECTION 5.11. ERISA Compliance, Etc.
	 	 	77	 
	SECTION 5.12. Subsidiaries
	 	 	78	 
	SECTION 5.13. Margin Regulations; Investment Company Act
	 	 	78	 
	SECTION 5.14. Disclosure
	 	 	78	 
	SECTION 5.15. Intellectual Property; Licenses, Etc
	 	 	78	 
	SECTION 5.16. Solvency
	 	 	79	 
	SECTION 5.17. Subordination of Junior Financing
	 	 	79	 
	SECTION 5.18. Special Representations Relating to FCC Authorizations, Etc.
	 	 	79	 






-vi-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	80	 
	SECTION 6.01. Financial Statements and Borrowing Base Certificates
	 	 	80	 
	SECTION 6.02. Certificates; Other Information
	 	 	81	 
	SECTION 6.03. Notices
	 	 	83	 
	SECTION 6.04. Payment of Obligations
	 	 	84	 
	SECTION 6.05. Preservation of Existence, Etc
	 	 	84	 
	SECTION 6.06. Maintenance of Properties
	 	 	84	 
	SECTION 6.07. Maintenance of Insurance
	 	 	84	 
	SECTION 6.08. Compliance with Laws
	 	 	84	 
	SECTION 6.09. Books and Records
	 	 	85	 
	SECTION 6.10. Inspection Rights
	 	 	85	 
	SECTION 6.11. Additional Borrowers, Guarantors and Obligations to Give Security
	 	 	85	 
	SECTION 6.12. Compliance with Environmental Laws
	 	 	86	 
	SECTION 6.13. Further Assurances and Post Closing Deliverables
	 	 	86	 
	SECTION 6.14. Designation of Subsidiaries
	 	 	87	 
	SECTION 6.15. Cash Management Systems
	 	 	87	 
	SECTION 6.16. License Subsidiaries
	 	 	89	 
	 
	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	90	 
	SECTION 7.01. Liens
	 	 	90	 
	SECTION 7.02. Investments
	 	 	93	 
	SECTION 7.03. Indebtedness
	 	 	96	 
	SECTION 7.04. Fundamental Changes
	 	 	100	 
	SECTION 7.05. Dispositions
	 	 	101	 
	SECTION 7.06. Restricted Payments
	 	 	103	 
	SECTION 7.07. Change in Nature of Business
	 	 	106	 
	SECTION 7.08. Transactions with Affiliates
	 	 	106	 
	SECTION 7.09. Burdensome Agreements
	 	 	107	 
	SECTION 7.10. Use of Proceeds
	 	 	108	 
	SECTION 7.11. Accounting Changes
	 	 	108	 
	SECTION 7.12. Prepayments, Etc. of Indebtedness
	 	 	109	 
	SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries and Unrestricted Subsidiaries
	 	 	110	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	 	 	110	 
	SECTION 8.01. Events of Default
	 	 	110	 
	SECTION 8.02. Remedies upon Event of Default
	 	 	112	 
	SECTION 8.03. Application of Funds
	 	 	112	 






-vii-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS
	 	 	113	 
	SECTION 9.01. Appointment and Authorization of the Administrative Agent
	 	 	113	 
	SECTION 9.02. Delegation of Duties
	 	 	114	 
	SECTION 9.03. Liability of Agents
	 	 	114	 
	SECTION 9.04. Reliance by the Administrative Agent
	 	 	115	 
	SECTION 9.05. Notice of Default
	 	 	115	 
	SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	 	 	116	 
	SECTION 9.07. Indemnification of Agents
	 	 	116	 
	SECTION 9.08. Withholding Tax
	 	 	116	 
	SECTION 9.09. Agents in Their Individual Capacities
	 	 	117	 
	SECTION 9.10. Successor Administrative Agent
	 	 	118	 
	SECTION 9.11. Administrative Agent May File Proofs of Claim
	 	 	118	 
	SECTION 9.12. Collateral and Guaranty Matters
	 	 	119	 
	SECTION 9.13. Other Agents; Arrangers and Managers
	 	 	119	 
	SECTION 9.14. Appointment of Supplemental Administrative Agents
	 	 	120	 
	SECTION 9.15. Intercreditor Agreement
	 	 	120	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	120	 
	SECTION 10.01. Amendments, Etc.
	 	 	120	 
	SECTION 10.02. Notices and Other Communications; Facsimile Copies
	 	 	122	 
	SECTION 10.03. No Waiver; Cumulative Remedies
	 	 	123	 
	SECTION 10.04. Attorney Costs and Expenses
	 	 	123	 
	SECTION 10.05. Indemnification by the Borrowers
	 	 	124	 
	SECTION 10.06. Payments Set Aside
	 	 	124	 
	SECTION 10.07. Successors and Assigns
	 	 	125	 
	SECTION 10.08. Confidentiality
	 	 	128	 
	SECTION 10.09. Treatment of Information
	 	 	128	 
	SECTION 10.10. Setoff
	 	 	129	 
	SECTION 10.11. Interest Rate Limitation
	 	 	130	 
	SECTION 10.12. Counterparts
	 	 	130	 
	SECTION 10.13. Integration
	 	 	130	 
	SECTION 10.14. Survival of Representations and Warranties
	 	 	130	 
	SECTION 10.15. Severability
	 	 	130	 
	SECTION 10.16. GOVERNING LAW
	 	 	130	 
	SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	131	 
	SECTION 10.18. Binding Effect
	 	 	131	 
	SECTION 10.19. Judgment Currency
	 	 	131	 






-viii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 10.20. Lender Action
	 	 	132	 
	SECTION 10.21. USA PATRIOT Act
	 	 	132	 
	SECTION 10.22. No Advisory or Fiduciary Responsibility
	 	 	132	 
	SECTION 10.23. No Personal Liability
	 	 	132	 
	SECTION 10.24. FCC
	 	 	132	 
	SECTION 10.25. Joint and Several Liability
	 	 	133	 
	SECTION 10.26. Contribution and Indemnification Among the Loan Parties
	 	 	133	 
	SECTION 10.27. Agency of the Parent Borrower for Each Other Borrower
	 	 	134	 
	SECTION 10.28. Reinstatement
	 	 	134	 
	SECTION 10.29. Express Waivers by Borrowers in Respect of Cross-Guaranties and
Cross-Collateralization
	 	 	134	 
	SECTION 10.30. Effectiveness of Merger. None of Holdings, the Parent Borrower or
the Subsidiary Borrowers shall have any rights or obligations hereunder until
the consummation of the Merger and any representations and warranties of the
Parent Borrower or the Subsidiary Borrowers under the Loan Documents shall
not become effective, and no Event of Default can occur, until such time.
Upon consummation of the Merger, and without any further action by any
Person, each of Holdings, the Parent Borrower or the Subsidiary Borrowers
hereby irrevocably and unconditionally (i) assumes and agrees punctually to
pay, perform and discharge when due each of the Obligations and each and
every debt, covenant and agreement incurred, made or to be paid, performed or
discharged by it under the Loan Documents, (ii) agrees to be bound by all the
terms, provisions and conditions of the Loan Documents applicable to it and
(iii) agrees that it will be responsible for and deemed to have made all of
its representations and warranties set forth in the Loan Documents, whenever
made or deemed to have been made.
	 	 	135	 






SCHEDULES




	 	 	 
	1.01A

	 	Subsidiary Borrowers
	1.01B

	 	Post-Closing Transaction Expenses
	1.01C

	 	Certain Security Interests and Guarantees
	1.01D

	 	NCR Stations
	1.01E

	 	Disqualified Institutions
	1.01F

	 	Revolving Credit Commitments
	5.11(b)

	 	ERISA
	5.12

	 	Subsidiaries and Other Equity Investments
	5.18

	 	Broadcast Licenses
	6.11(b)

	 	Post-Closing Collateral
	6.15(a)

	 	Deposit Accounts
	6.15(b)

	 	Blocked Accounts
	7.01(b)

	 	Existing Liens
	7.02(g)

	 	Existing Investments
	7.03(b)

	 	Existing Indebtedness
	7.05(o)

	 	Specified Dispositions
	7.05(p)

	 	Other Specified Dispositions
	7.08

	 	Transactions with Affiliates
	7.09

	 	Existing Restrictions






-ix-









 






	 	 	 
	10.02

	 	Administrative Agent’s Office, Certain Addresses for Notices






EXHIBITS




	 	 	 
	A

	 	Form of Committed Loan Notice
	B

	 	Form of Swing Line Loan Notice
	C

	 	Form of Revolving Credit Note
	D

	 	Form of Compliance Certificate
	E

	 	Form of Assignment and Assumption
	F-1

	 	Form of Holdings Guarantee Agreement
	F-2

	 	Form of U.S. Guarantee Agreement
	G

	 	Form of ABL Receivables Pledge and Security Agreement
	H-1

	 	Form of Legal Opinion of Ropes & Gray LLP
	H-2

	 	Form of Legal Opinion of Florida and New Jersey Counsel
	H-3

	 	Form of Legal Opinion of Colorado Counsel
	H-4

	 	Form of Legal Opinion of Nevada Counsel
	H-5

	 	Form of Legal Opinion of Washington Counsel
	H-6

	 	Form of Legal Opinion of Texas Counsel
	H-7

	 	Form of Legal Opinion of Ohio Counsel
	H-8

	 	Form of Special FCC Counsel
	I

	 	Form of Intercreditor Agreement
	J

	 	Form of Joinder Agreement
	K

	 	Form of Borrowing Base Certificate
	L

	 	Form of Foreign Lender Certification







-x-









 








CREDIT AGREEMENT




          This CREDIT AGREEMENT (“Agreement”) is entered into as of May 13, 2008 among BT TRIPLE CROWN
MERGER CO., INC., a Delaware corporation (“Merger Sub”) to be merged with and into Clear Channel
Communications, Inc. (“Parent Borrower”), the Subsidiary Borrowers (as defined below) from time to
time party hereto (together with the Parent Borrower, the “Borrowers”), upon consummation of the
Merger, CLEAR CHANNEL CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), CITIBANK,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”).




PRELIMINARY STATEMENTS




          Pursuant to the Merger Agreement (as this and other capitalized terms used in these
preliminary statements are defined in Section 1.01 below), Merger Sub, a direct wholly owned
subsidiary of Holdings, will merge (the “Merger”) with and into the Parent Borrower, with
(i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) Parent Borrower
surviving as a wholly-owned subsidiary of the Parent Borrower.




          The Borrowers have requested that substantially simultaneously with the consummation of the
Merger, the Lenders extend credit in the form of a Revolving Credit Facility to the Borrowers. The
Revolving Credit Facility may include one or more Letters of Credit from time to time and one or
more Swing Line Loans from time to time.




          The proceeds of the Initial Revolving Borrowing (to the extent permitted in accordance with
the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with (i) a
portion of which may include revolver borrowings to pay a cash portion of the Merger Consideration
and the Transaction Expenses, (iii) the proceeds of the issuance of the New Senior Notes, and
(iv) the proceeds of the Equity Contribution, will be used to finance the Debt Repayment and to pay
the cash portion of the Merger Consideration and the Transaction Expenses. The proceeds of
Revolving Credit Loans and Swing Line Loans made after the Closing Date and Letters of Credit will
be used for (i) working capital needs of the Borrowers and their Subsidiaries, (ii) other general
corporate purposes of the Borrowers and their Subsidiaries, and (iii) any other purpose not
prohibited by this Agreement, including Restricted Payments and repayments of the Retained Existing
Notes on their respective maturity dates.




          The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have
indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to
the conditions set forth herein.




          In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:




ARTICLE I




Definitions and Accounting Terms




          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:




          “Accommodation Payment” has the meaning specified in Section 10.25.




          “Account” has the meaning assigned to such term in the Security Agreement.




          “Account Debtor” means any Person obligated on an Account.




          “Activities” has the meaning specified in Section 9.09(b).




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          “Additional Cash from Revolver Draw” means if (a) the revolving borrowing under the CF
Facilities on the Closing Date exceeds $80,000,000 and (b) the Equity Contribution is less than
$3,500,000,000, the excess of the revolving borrowing under the CF Facilities on the Closing Date
over $80,000,000.




          “Additional Lender” has the meaning specified in Section 2.14(a).




          “Administrative Agent” means Citibank, in its capacity as administrative agent and collateral
agent under the Loan Documents, or any successor administrative agent and collateral agent.




          “Administrative Agent’s Office” means, with respect to any currency, the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to
such currency, or such other address or account with respect to such currency as the Administrative
Agent may from time to time notify the Parent Borrower on behalf of the Borrowers and the Lenders.




          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.




          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified. “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have
meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents, their
respective lending affiliates or any entity acting as an L/C Issuer hereunder shall be deemed to be
an Affiliate of Holdings, the Parent Borrower or any of their respective Subsidiaries.




          “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.




          “Agent’s Group” has the meaning specified in Section 9.09(b).




          “Agents” means, collectively, the Administrative Agent, the Syndication Agents, the
Co-Documentation Agents and the Supplemental Administrative Agents (if any) and the Arrangers.




          “Aggregate Commitments” means the Commitments of all the Lenders.




          “Aggregate Excess Availability” means, at any time, (i) Excess Availability plus
(ii)(x) the aggregate CF Revolving Credit Commitments minus (y) the aggregate CF Revolving
Credit Exposure.




          “Agreement” means this Credit Agreement, as amended, restated, modified or supplemented from
time to time in accordance with the terms hereof.




          “Agreement Currency” has the meaning specified in Section 10.19.




          “Allocable Amount” has the meaning specified in Section 10.24.




          “Aloha Trust” means The Aloha Trust Station Trust, LLC, a Delaware limited liability company




          “AMFM” means AMFM Operating Inc., a Delaware corporation.




          “AMFM Notes” means the 8% Senior Notes due 2008 of AMFM.




          “AMFM Notes Indenture” means that certain Indenture dated as of November 17, 1998 among AMFM
(formerly known as Chancellor Media Corporation of Los Angeles), the guarantors thereto, and The
Bank of New York, as trustee, as supplemented by the First Supplemental Indenture dated as of
August 23, 1999, as further supplemented by the Second Supplemental Indenture dated as of
November 19, 1999 and as further supplemented




2









 




 by the Third Supplemental Indenture dated as of January 18, 2000, as may be amended,
supplemented or modified in connection with the previously announced Tender Offers.




          “Annual Financial Statements” means the consolidated balance sheets of the Parent Borrower as
of each of December 31, 2007, 2006 and 2005, and the related consolidated statements of income,
stockholders’ equity and cash flows for the Parent Borrower for the fiscal years then ended.




          “Applicable Rate” means, with respect to Revolving Credit Loans, unused Revolving Credit
Commitments and Letter of Credit fees, a percentage per annum equal to (i) until delivery of
financial statements for the first full fiscal quarter commencing on or after the Closing Date
pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.40 %, (B) for Base Rate Loans, 1.40%,
(C) for Letter of Credit fees, 2.40% and (D) for commitment fees, 0.375% and (ii) thereafter, the
following percentages per annum, based upon the Total Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	 	 	 	 	Eurocurrency	 	 	 	 	 	 
	Pricing	 	 	 	Rate and Letter	 	 	 	 	 	Commitment
	Level	 	Total Leverage Ratio	 	of Credit Fees	 	Base Rate	 	Fees
	1
	 	<6:1	 	 	2.150	%	 	 	1.150	%	 	 	0.250	%
	2
	 	>6:1 but <7:1	 	 	2.275	%	 	 	1.275	%	 	 	0.375	%
	3
	 	>7:1	 	 	2.400	%	 	 	1.400	%	 	 	0.375	%





Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio
shall become effective as of the first Business Day immediately following the date a Compliance
Certificate is delivered pursuant to Section 6.02(a); provided that if a Compliance Certificate was
required to have been delivered but was not delivered the highest Applicable Rate pertaining to any
pricing level shall apply as of the earlier of (i) 15 days after the day such Compliance
Certificate was required to be delivered and (ii) the day on which the Required Lenders so require,
and shall continue to so apply to and including the date on which such Compliance Certificate is so
delivered (and thereafter the pricing level otherwise determined in accordance with this definition
shall apply); provided further that if an Event of Default exists, the highest Applicable Rate
pertaining to any pricing level shall apply with respect to Commitment Fees.




          Notwithstanding anything to the contrary contained above in this definition or elsewhere in
this Agreement, if it is subsequently determined at any time before the 91st day after
the date on which all Loans have been repaid and all Commitments have been terminated that the
Total Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent
is inaccurate for any reason and the result thereof is that the Lenders received interest or fees
for any period based on an Applicable Rate that is less than that which would have been applicable
had the Total Leverage Ratio been accurately determined, then, for all purposes of this Agreement,
the “Applicable Rate” for any day occurring within the period covered by such Compliance
Certificate shall retroactively be deemed to be the relevant percentage as based upon the
accurately determined Total Leverage Ratio for such period, and any shortfall in the interest or
fees theretofore paid by the Borrowers for the relevant period pursuant to Sections 2.08(a) and
2.09(a) as a result of the miscalculation of the Total Leverage Ratio shall be deemed to be (and
shall be) due and payable upon the date that is five (5) Business Days after notice by the
Administrative Agent to the Parent Borrower of such miscalculation. If the preceding sentence is
complied with the failure to previously pay such interest and fees shall not in and of itself
constitute a Default and no amounts shall be payable at the Default Rate in respect of any such
interest or fees.




          “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders
of such Class, (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) with
respect to any Letters of Credit issued pursuant to Section 2.03(a)(i), the Lenders and (c) with
respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are
outstanding pursuant to Section 2.04(a), the Lenders.




          “Approved Electronic Communications” means each Communication that any Loan Party is obligated
to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or
the transactions contemplated therein, including any financial statement, financial and other
report, notice, request and




3









 




certificate; provided, however, that, solely with respect to delivery of any such
Communication by any Loan Party to the Administrative Agent and without limiting or otherwise
affecting either the Administrative Agent’s right to effect delivery of such Communication by
posting such Communication to the Platform or the protections afforded hereby to the Administrative
Agent in connection with any such posting, “Approved Electronic Communication” shall exclude
(i) any notice of borrowing, letter of credit request, swing loan request, notice of conversion or
continuation, and any other notice, demand, communication, information, document and other material
relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice
pursuant to Section 2.05(a) and any other notice relating to the payment of any principal or other
amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any
Default or Event of Default and (iv) any notice, demand, communication, information, document and
other material required to be delivered to satisfy any of the conditions set forth in Article IV or
any other condition to any Borrowing or other extension of credit hereunder or any condition
precedent to the effectiveness of this Agreement.




          “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or
managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an
entity that administers, advises or manages such Lender.




          “Arrangers” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan
Stanley Senior Funding, Inc., each in its capacity as a Joint Lead Arranger under this Agreement.




          “Assignees” has the meaning specified in Section 10.07(b).




          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of
Exhibit E or any other form approved by the Administrative Agent.




          “Assignment Taxes” has the meaning specified in Section 3.01(f).




          “Attorney Costs” means all reasonable fees, expenses and disbursements of any law firm or
other external legal counsel.




          “Attributable Indebtedness” means, on any date, (x) when used with respect to any Capitalized
Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP and (y) when used with respect to any
sale-leaseback transaction, the present value (discounted at a rate equivalent to the Parent
Borrower’s then-current weighted average cost of funds for borrowed money as at the time of
determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in any such sale-leaseback transaction.




          “Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).




          “Available Amount” means, at any time (the “Reference Date”), the sum of (without
duplication):





     (a) an amount equal to 50% of Consolidated Net Income of the Parent Borrower and the
Restricted Subsidiaries for the Available Amount Reference Period (or, in the case such
Consolidated Net Income shall be a negative number, minus 100% of such negative number)
provided that the amount in this clause (a) shall only be available if the Total Leverage
Ratio for the Test Period immediately preceding such incurrence calculated on a pro forma
basis for any Investments made pursuant to Section 7.02(d)(v), 7.02(j)(B)(ii) or
7.02(p)(ii), any Restricted Payment made pursuant to Section 7.06(l)(ii) or any repayments,
prepayments, redemptions, purchases, defeasance and other payments made pursuant to Sections
7.12(a)(vii)(2), would be less than or equal to 6.8 to 1.0; plus




     (b) [Reserved];




     (c) the amount of any cash capital contributions (other than any Cure Amount and any
Specified Equity Contribution and other than any amount funded for any cost or expense
referenced in clause



4









 






(a)(vii) of the definition of “Consolidated EBITDA”) or Net Cash Proceeds from
Permitted Equity Issuances (or issuances of debt securities that have been converted into or
exchanged for Qualified Equity Interests) (other than the Equity Contribution and Net Cash
Proceeds used to make Restricted Payments pursuant to Section 7.06(f) and any Specified
Equity Contribution) received by the Parent Borrower (or any direct or indirect parent
thereof and contributed by such parent as common equity capital to the Parent Borrower)
during the period from and including the Business Day immediately following the Closing Date
through and including the Reference Date; plus




     (d) to the extent not (A) included in clause (a) above or (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment, the aggregate amount of all cash dividends and other cash distributions
received by the Parent Borrower or any Restricted Subsidiary from any Minority Investments
or Unrestricted Subsidiaries made or designated by using the Available Amount during the
period from and including the Business Day immediately following the Closing Date through
and including the Reference Date; plus




     (e) to the extent not (A) included in clause (a) above or (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment, the aggregate amount of all cash repayments of principal received by the
Parent Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted
Subsidiaries during the period from and including the Business Day immediately following the
Closing Date through and including the Reference Date in respect of loans or advances made
by the Parent Borrower or any Restricted Subsidiary to such Minority Investments or
Unrestricted Subsidiaries made by using the Available Amount; plus




     (f) to the extent not (A) included in clause (a) above, (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment or (C) required to be applied to prepay the CF Facilities in accordance with
the CF Credit Agreement, the aggregate amount of all Net Cash Proceeds received by the
Parent Borrower or any Restricted Subsidiary in connection with the sale, transfer or other
disposition of its ownership interest in any Minority Investment or Unrestricted Subsidiary
that was made by using the Available Amount during the period from and including the
Business Day immediately following the Closing Date through and including the Reference
Date; minus




     (g) the aggregate amount of distributions and redemptions by any Securitization Entity
in respect of its Equity Interests of the kind set forth in the definition of “Restricted
Payment”, except to the extent such distribution or redemption is received by, or
substantially concurrently therewith, contributed to, the Parent Borrower or a Restricted
Subsidiary, in each case during the period commencing on the Closing Date and ending on the
Reference Date; minus




     (h) the aggregate amount of (A) any Investments made pursuant to Section 7.02(d)(iv),
Section 7.02(j)(B)(ii) and Section 7.02(p)(ii), (B) any Restricted Payment made pursuant to
Section 7.06(l)(ii), and (C) any repayments, prepayments, redemptions, purchases, defeasance
and other payments made pursuant to Section 7.12(a)(vii)(2), in each case during the period
commencing on the Closing Date and ending on the Reference Date (and, for purposes of this
clause (h), without taking account of the intended usage of the Available Amount on such
Reference Date).



          “Available Amount Reference Period” means, with respect to any Reference Date, the period
(taken as one accounting period) commencing on April 1, 2008 and ending on the last day of the most
recent fiscal quarter or fiscal year, as applicable, for which financial statements required to be
delivered pursuant to Section 6.01(a) or Section 6.01(b), and the related Compliance Certificate
required to be delivered pursuant to Section 6.02(a), have been delivered to the Administrative
Agent.




          “Availability Reserves” means, without duplication of any other reserves or items that are
otherwise addressed or excluded through eligibility criteria, such reserves, subject to section
2.15, as the Administrative Agent, in its Permitted Discretion, determines as being appropriate to
reflect any impediments to the realization upon the Collateral consisting of Eligible Accounts
included in the Borrowing Base (including claims that the Administrative Agent determines will need
to be satisfied in connection with the realization upon such Collateral).




5









 








          “Bank Product Reserves” means such reserves as the Administrative Agent, from time to time
after the occurrence and during the continuation of a Cash Dominion Event, determines in its
Permitted Discretion, as being appropriate to reflect the reasonably anticipated liabilities and
obligations of the Loan Parties with respect to Secured Cash Management Obligations then provided
or outstanding.




          “Bankruptcy Code” means title 11 of the United States Code entitled “Bankruptcy” as now or
hereafter in effect, or any successor statute.




          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as
publicly announced from time to time by the Administrative Agent as its “prime rate.” The “prime
rate” is a rate set by the Administrative Agent based upon various factors including the
Administrative Agent’s costs and desired return, general economic conditions and other factors, and
is used as a reference point for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in such rate announced by the Administrative Agent shall take effect at
the opening of business on the day specified in the public announcement of such change.




          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.




          “Basel II” has the meaning specified in Section 3.04(a).




          “BBA LIBOR” has the meaning specified in the definition of “Eurocurrency Rate.”




          “Blocked Account Agreement” has the meaning provided in Section 6.15(b).




          “Blocked Accounts” has the meaning provided in Section 6.15(b).




          “Borrowers” means the Parent Borrower and the Subsidiary Borrowers, jointly, severally and
collectively.




          “Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing or a Protective
Advance, as the context may require.




          “Borrowing Base” means, on any date, an amount equal to (x) 85% multiplied by the book value
of Eligible Accounts minus (y) any Reserves. The Borrowing Base at any time shall be
determined by reference to the most recent Borrowing Base Certificate delivered to the
Administrative Agent pursuant to Section 6.01(e) or, in the case of the Borrowing Base as of the
Closing Date, shall be the Borrowing Base as of the close of business on the last day of the most
recent calendar month ending at least 10 Business Days prior to the Closing Date.




          “Borrowing Base Certificate” means a certificate, duly executed by a Responsible Officer or
controller of the Parent Borrower, appropriately completed and substantially in the form of
Exhibit K hereto or another form that is acceptable to the Administrative Agent in its
reasonable discretion.




          “Broadcast Licenses” means the main station license issued by the FCC or any foreign
Governmental Authority and held by the Parent Borrower or any of its Restricted Subsidiaries for
any Broadcast Station operated by the Parent Borrower or any of its Restricted Subsidiaries.




          “Broadcast Stations” means each full-service AM or FM radio broadcast station or full-service
television broadcast station now or hereafter owned and operated by the Parent Borrower or any of
its Restricted Subsidiaries.




          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, New York, New York or in
the jurisdiction where the Administrative Agent’s Office with respect to Obligations denominated in
Dollars is located; provided that, if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any




6









 




other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted
by and between banks in the London interbank eurodollar market.




          “Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid
in cash or accrued as liabilities and including amounts expended or capitalized under Capitalized
Leases) by the Parent Borrower and the Restricted Subsidiaries during such period that, in
conformity with GAAP, are or are required to be included as additions during such period to
property, plant or equipment reflected in the consolidated balance sheet of the Parent Borrower and
the Restricted Subsidiaries.




          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a Capitalized Lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP.




          “Capitalized Leases” means all leases that have been or are required to be, in accordance with
GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of
obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in
accordance with GAAP.




          “Capitalized Software Expenditures” shall mean, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of licensed or purchased software or internally
developed software and software enhancements that, in conformity with GAAP, are or are required to
be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted
Subsidiaries.




          “Cash Collateral” has the meaning specified in Section 2.03(g).




          “Cash Collateral Account” means a blocked account at Citibank (or any successor Administrative
Agent) in the name of the Administrative Agent and under the sole dominion and control of the
Administrative Agent, and otherwise established in a manner reasonably satisfactory to the
Administrative Agent.




          “Cash Collateralize” has the meaning specified in Section 2.03(g).




          “Cash Dominion Event” means either (i) the occurrence and continuance of any Event of Default
under Section 8.01(a) or Section 8.01(f) (in each case with respect to (1) any Borrower, (2) any
Material Subsidiary that is a Guarantor or (3) any group of Immaterial Subsidiaries that are
Guarantors that, when taken together, constitute a Material Subsidiary), or (ii) the Borrowers have
failed to maintain (a) Excess Availability of at least $50,000,000 for fifteen (15) consecutive
calendar days or (b) Aggregate Excess Availability of at least 10% of the Borrowing Base for five
(5) consecutive Business Days, and in the case of this clause (ii), the Administrative Agent has
notified the Parent Borrower thereof. For purposes of this Agreement, the occurrence of a Cash
Dominion Event shall be deemed continuing at the Administrative Agent’s option (x) if the Cash
Dominion Event arises under clause (i) above, so long as such Event of Default is continuing, or
(y) if the Cash Dominion Event arises as a result of the Borrowers’ failure to achieve and maintain
(A) Excess Availability as required hereunder, until Excess Availability has exceeded $50,000,000
or (B) Aggregate Excess Availability as required hereunder, until Aggregate Excess Availability has
exceeded 10% of the Borrowing Base, in each case for thirty (30) consecutive days, in which case a
Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement;
provided that a Cash Dominion Event shall be deemed continuing (even if such an Event of Default is
no longer continuing and/or Excess Availability and/or Aggregate Excess Availability exceeds the
required amount for thirty (30) consecutive days) at all times in any four fiscal quarter period
after a Cash Dominion Event has occurred and been discontinued on two occasions in such four fiscal
quarter period. Notwithstanding the foregoing, it is agreed that a Cash Dominion Event shall not
be deemed to have occurred and be continuing as a result of the Loans made on the Closing Date
unless and until additional Loans are made or Letters of Credit are issued hereunder and a
Liquidity Event Condition subsequently occurs.




7









 





          “Cash Equivalents” means any of the following types of Investments, to the extent owned by the
Parent Borrower or any Restricted Subsidiary:





     (a) Dollars;




     (b) (i) Canadian Dollars, Sterling, Euros or any national currency of any participating
member state of the EMU or (ii) in the case of any Foreign Subsidiary that is a Restricted
Subsidiary, such local currencies held by it from time to time in the ordinary course of
business;




     (c) securities issued or directly and fully and unconditionally guaranteed or insured
by the United States government or any agency or instrumentality thereof the securities of
which are unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of 24 months or less from the date of acquisition;




     (d) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any domestic or foreign
commercial bank having capital and surplus of not less than $500,000,000;




     (e) repurchase obligations for underlying securities of the types described in clauses
(c) and (d) entered into with any financial institution meeting the qualifications specified
in clause (d) above;




     (f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 12 months after the date of creation thereof and Indebtedness or
preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher
from Moody’s with maturities of 12 months or less from the date of acquisition;




     (g) marketable short-term money market and similar funds having a rating of at least
P-2 or A-2 from either Moody’s or S&P, respectively, and in each case maturing within 24
months after the date of creation thereof;




     (h) Investments with average maturities of 12 months or less from the date of
acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or
Aaa3 (or the equivalent thereof) or better by Moody’s;




     (i) solely for the purpose of determining if an Investment therein is allowed under
this Agreement and not for the calculation of the Secured Leverage Ratio and the Total
Leverage Ratio, readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or
less from the date of acquisition; and




     (j) investment funds investing at least 95% of their assets in securities of the types
described in clauses (a) through (i) above.



          In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or
Investments made in a country outside the United States of America, Cash Equivalents shall also
include (i) investments of the type and maturity described in clauses (a) through (j) above of
foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii)
other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in
accordance with normal investment practices for cash management in investments analogous to the
foregoing investments in clauses (a) through (j) and in this paragraph.




          “Cash for Post-Closing Expenses” means (x) the aggregate amount of estimated post-closing
expenses specified on Schedule 1.01B, less (y) the amount of such post-closing expenses paid or
satisfied prior to the




8









 




Closing Date (it being understood that the Parent Borrower may reduce any such estimated
post-closing expense based on its good faith estimate of the actual amount of such post-closing
expense as of the Closing Date).




          “Cash Income Taxes” means, with respect to any period, all taxes based on income paid in cash
by the Parent Borrower and its Restricted Subsidiaries during such period.




          “Cash Management Bank” means any Person that is a Lender or an Affiliate of a Lender at the
time it provides any Cash Management Services, whether or not such Person subsequently ceases to be
a Lender or an Affiliate of a Lender.




          “Cash Management Obligations” means obligations owed by the Parent Borrower or any Subsidiary
to any Cash Management Bank in respect of or in connection with any Cash Management Services and
designated by the Parent Borrower in writing to the Administrative Agent as “Cash Management
Obligations.”




          “Cash Management Services” means any agreement or arrangement to provide cash management
services, including treasury, depository, overdraft, credit or debit card, purchase card,
electronic funds transfer and other cash management arrangements.




          “Cash Management Systems” means the cash management systems described in Section 6.15.




          “CCB Group” means the Borrowers identified as members of the CCB Group on the signature page
to this Agreement and the Joinder Agreement, including all supplements thereto.




          “CCI” means Clear Channel International BV, a limited liability company formed under the laws
of the Netherlands.




          “CCIH” means Clear Channel International Holdings BV, a limited liability company formed under
the laws of the Netherlands.




          “CCN” means Clear Channel Netherlands BV, a limited liability company formed under the laws of
the Netherlands.




          “CCOH” means Clear Channel Outdoor Holdings, Inc., a Delaware corporation.




          “CCOH 90% Investment” means the first Investment in Equity Interests of CCOH which results in
the U.S. Loan Parties owning at least 90% of the then outstanding Equity Interests in CCOH.




          “CCO Cash Management Arrangements” means the cash management arrangements established by the
Parent Borrower and CCOH pursuant to the CCO Intercompany Agreements.




          “CCO Intercompany Agreements” means (a) the Master Agreement dated as of November 16, 2005
between the Parent Borrower and CCOH as the same may be amended, supplemented or otherwise modified
from time to time in accordance with Section 7.12(c) and (b) the Corporate Services Agreement dated
as of November 16, 2005 between Clear Channel Management Services, L.P. and CCOH, as the same may
be amended, supplemented or otherwise modified from time to time in accordance with Section
7.12(c).




          “CCU Cash Management Notes” means (a) the Revolving Promissory Note dated November 10, 2005,
issued by CCOH to the Parent Borrower pursuant to the CCO Cash Management Arrangements, as the same
may be amended, supplemented, modified, extended, renewed, restated or replaced from time to time
in accordance with Section 7.12(c) and (b) the Revolving Promissory Note dated November 10, 2005,
issued by the Parent Borrower to CCOH pursuant to the CCO Cash Management Arrangements, as the same
may be amended, supplemented, modified, extended, renewed, restated or replaced from time to time
in accordance with Section 7.12(c) (the “Parent Borrower Obligor Cash Management Note”).




9









 








          “CC UK” means Clear Channel UK Limited, a limited company formed under the laws of England and
Wales.




          “CCU Notes” means the CCU Cash Management Notes and the CCU Term Note.




          “CCU Term Note” means the $2.5 billion Senior Unsecured Term Promissory Note dated as of
August 2, 2005 made by Clear Channel Outdoor, Inc to CCOH, subsequently endorsed to the Parent
Borrower, as amended on August 2, 2005, as the same may be amended, supplemented, modified,
extended, renewed, restated or replaced from time to time in accordance with Section 7.12(c).




          “CF Administrative Agent” means Citibank in its capacity as administrative agent and
collateral agent under the CF Credit Agreement, or any successor administrative agent and
collateral agent under the CF Credit Agreement.




          “CF Credit Agreement” means that certain credit agreement dated as of the date hereof, among
the Parent Borrower, Holdings, the subsidiary borrowers party thereto, the lenders party thereto
and Citibank, as administrative agent and collateral agent, as the same may be amended, restated,
modified, supplemented, replaced or refinanced from time to time, to the extent permitted by the
Intercreditor Agreement.




          “CF Facilities” means the credit facilities under the CF Credit Agreement.




          “CF Facility Documentation” means the CF Credit Agreement and all security agreements,
guarantees, pledge agreements and other agreements or instruments executed in connection therewith.




          “CF Revolving Credit Commitment” has the meaning given to the term “Revolving Credit
Commitment” in the CF Credit Agreement.




          “CF Revolving Credit Exposure” has the meaning given to the term “Revolving Credit Exposure:
in the CF Credit Agreement.




          “Change of Control” means the earliest to occur of:





     (a) (i) at any time prior to the consummation of a Qualifying IPO, the Permitted
Holders ceasing to own, in the aggregate, directly or indirectly, beneficially and of
record, at least a majority of the then outstanding voting power of the Voting Stock of
Parent or the Sponsors ceasing to have the right or the ability by voting power, contract or
otherwise to elect or designate for election at least a majority of the board of directors
of Parent; or




          (ii) at any time upon or after the consummation of a Qualifying IPO, the acquisition by
(A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or
more Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group
acting for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination or purchase
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of more than the greater of (x) thirty-five percent (35%) of the then
outstanding voting power of the Voting Stock of Parent and (y) the percentage of the then
outstanding voting power of Voting Stock of Parent owned, in the aggregate, directly or
indirectly, beneficially and of record, by the Permitted Holders;




unless, in the case of clause (a)(ii) above, the Sponsors have, at such time and after
giving effect to the transaction in question, the right or the ability by voting power,
contract or otherwise to elect or designate for election at least a majority of the board of
directors of Parent; or



10









 






     (b) any “Change of Control” (or any comparable term) under the CF Credit Agreement, any
New Senior Notes Indenture, or any other Indebtedness with an aggregate principal amount in
excess of the Threshold Amount; or




     (c) subject to Section 7.04, the Parent Borrower ceases to be a direct wholly-owned
Subsidiary of Holdings or Holdings ceases to be a direct or indirect wholly-owned Subsidiary
of Parent, provided that a “Change of Control” under this clause (c) shall not be deemed to
have occurred solely as a result of options held by certain employees in the United Kingdom
to purchase shares of the Parent Borrower that remain outstanding after the Closing Date so
long as such options are terminated by no later than 60 days after the Closing Date.



          “Citibank” means Citibank, N.A.




          “Class” when used with respect to Loans or a Borrowing, refers to whether such Loans, or the
Loans comprising such Borrowing, are Revolving Credit Loans or Protective Advances.




          “Closing Date” means “Closing Date” as defined in the Merger Agreement.




          “Code” means the U.S. Internal Revenue Code of 1986, and the Treasury regulations promulgated
thereunder, as amended from time to time.




          “Co-Documentation Agents” means Credit Suisse, Cayman Islands Branch, The Royal Bank of
Scotland plc and Wachovia Capital Markets, LLC.




          “Co-Investors” means, collectively, (a) Highfields Capital I LP, Highfields Capital II LP,
Highfields Capital III LP, Highfields Capital Management LP, FMR LLC, Fidelity Management &
Research Company, Strategic Advisers, Inc., Pyramis Global Advisors Trust Company, and any other
Persons who, directly or indirectly, own Equity Interests of Parent on the Closing Date, and any of
their respective Affiliates and funds or partnerships managed or advised by any of them or their
respective Affiliates and (b) and the Management Stockholders.




          “Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral
Document.




          “Collateral and Guarantee Requirement” means, at any time, the requirement that:




          (a) the Administrative Agent shall have received each Collateral Document to the extent
required to be delivered pursuant to Section 6.11, 6.13 or 6.15 , subject in each case to the
limitations and exceptions of this definition, duly executed by each Loan Party thereto;




          (b) Subject to any applicable limitations set forth in the Collateral Documents, all of the
Parent Borrower’s wholly-owned Material Domestic Subsidiaries (other than Excluded Subsidiaries)
that own Eligible Accounts shall execute a joiner to this Agreement in order to become a Subsidiary
Borrower hereunder and all Obligations shall have been unconditionally guaranteed (the
“Guarantees”) by Holdings, each Borrower (in the case of Obligations of each other Borrower) and
each Restricted Subsidiary that is a wholly-owned Material Domestic Subsidiary and not an Excluded
Subsidiary (each, a “Subsidiary Guarantor”, and each unconditional guarantee thereby, a “Subsidiary
Guarantee”) (each of Holdings, the Borrowers (to the extent set forth above) and the Subsidiary
Guarantors, a “Guarantor”);




          (c) all guarantees issued or to be issued in respect of the New Senior Notes or any Permitted
Additional Notes (i) shall be subordinated to the Obligations to the same extent as the guarantees
issued on the Closing Date in respect of the New Senior Notes are subordinated to the Obligations
and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee;




11









 








          (d) except to the extent otherwise permitted hereunder or under any Collateral Document, the
Obligations shall have been secured by a perfected first priority security interest in the
Receivables Collateral, subject to the terms of the Intercreditor Agreement;




          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or
any other Loan Document to the contrary:





     (A) the foregoing definition shall not require the creation or perfection of pledges of
security interests in, or taking other actions with respect to, (i) pledges and security
interests prohibited by Law (other than to the extent such prohibition is expressly deemed
ineffective under the Uniform Commercial Code or other applicable law notwithstanding such
prohibition), (ii) intercompany indebtedness between the Parent Borrower and its Restricted
Subsidiaries or between any Restricted Subsidiaries, or (iii) any particular assets if, in
the reasonable judgment of the Administrative Agent evidenced in writing, determined in
consultation with the Parent Borrower, the burden, cost or consequences (including any
material adverse tax consequences) of creating or perfecting such pledges or security
interests in such assets or taking other actions in respect of such assets is excessive in
relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents;
and




     (B) Liens required to be granted from time to time pursuant to the Collateral and
Guarantee Requirement shall be subject to exceptions and limitations set forth in the
Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as
agreed between the Administrative Agent and the Parent Borrower in writing; and.




     Notwithstanding any of the foregoing, the Parent Borrower may cause any Restricted
Subsidiary that is not at the time a Subsidiary Borrower or Subsidiary Guarantor to take all
actions necessary under this definition of “Collateral and Guarantee Requirement” to become
a Subsidiary Borrower or a Subsidiary Guarantor, in the case of such Restricted Subsidiary
organized in the United States, in which case such Restricted Subsidiary shall be treated as
a Subsidiary Borrower or Subsidiary Guarantor, as applicable, hereunder for all purposes.




     Notwithstanding anything to the contrary herein or in any other Loan Document, if any
intended Guaranty cannot be provided on or prior to the date required under Section 6.13(b)
or with respect to any intended Collateral, if the creation or perfection of the
Administrative Agent’s security interest in such intended Collateral may not be accomplished
on or prior to the date required under Section 6.13(b) (other than the pledge and perfection
of domestic assets of the Parent Borrower, the Subsidiary Borrowers, and the Guarantors with
respect to which a lien may be perfected solely by the filing of a financing statement under
the Uniform Commercial Code) after use of commercially reasonable efforts to do so or
without undue delay, burden or expense, then such Guaranty or Collateral shall not be
required to be delivered under Section 6.13(b) if the Parent Borrower agrees to deliver or
cause to be delivered such documents and instruments, and take or cause to be taken such
other actions as may be required to perfect such security interests, (i) in the case of any
intended guaranty, within 20 days after the Closing Date, and (ii) in the case of any
intended Collateral, the time period for delivery applicable upon acquisition of intended
Collateral pursuant to Section 6.11 (in each case subject to extension by the Administrative
Agent in its discretion).



          “Collateral Documents” means, collectively, the Security Agreement, the Blocked Account
Agreements, the Credit Card Notifications, collateral assignments, Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to the Administrative
Agent and the Lenders pursuant to Section 6.11, Section 6.13, Section 6.15, the Guaranties, the
Intercreditor Agreement, and each of the other agreements, instruments or documents that creates or
purports to create a Lien or Guarantee in favor of the Administrative Agent for the benefit of the
Secured Parties.




          “Commitment” means, as to each Lender, a Revolving Credit Commitment and such Lender’s
commitment to acquire participations in Protective Advances.




12









 








          “Committed Loan Notice” means a notice of (a)  a Revolving Credit Borrowing, (b) a conversion
of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to
Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.




          “Communications” means each notice, demand, communication, information, document and other
material provided for hereunder or under any other Loan Document or otherwise transmitted between
the parties hereto relating to this Agreement, the other Loan Documents, any Loan Party or its
Affiliates, or the transactions contemplated by this Agreement or the other Loan Documents,
including, without limitation, any financial statement, financial and other report, notice, request
and certificate.




          “Communications Laws” means the Communications Act of 1934, as amended, and the FCC’s rules,
regulations, published orders and published and promulgated policy statements of the FCC, all as
may be amended from time to time.




          “Compliance Certificate” means a certificate substantially in the form of Exhibit D.




          “Concentration Account” has the meaning provided in Section 6.15(c).




          “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any
period, the total amount of depreciation and amortization expense of such Person, including the
amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and
Capitalized Software Expenditures for such period on a consolidated basis and otherwise determined
in accordance with GAAP.




          “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period:




          (a) increased (without duplication) by the following:





     (i) provision for taxes based on income or profits or capital, including
federal, state, franchise, excise and similar taxes and foreign withholding taxes of
such Person and its Restricted Subsidiaries paid or accrued during such period, to
the extent the same were deducted (and not added back) in computing such
Consolidated Net Income; plus




     (ii) total interest expense of such Person and its Restricted Subsidiaries
determined in accordance with GAAP for such period and, to the extent not reflected
in such total interest expense, any losses with respect to obligations under any
Swap Contracts or other derivative instruments entered into for the purpose of
hedging interest rate risk, net of interest income and gains with respect to such
obligations, plus bank fees and costs of surety bonds in connection with financing
activities (whether amortized or immediately expensed), to the extent in each case
the same were deducted (and not added back) in calculating such Consolidated Net
Income; plus




     (iii) Consolidated Depreciation and Amortization Expense of such Person and its
Restricted Subsidiaries for such period to the extent deducted (and not added back)
in computing Consolidated Net Income; plus




     (iv) any fees, expenses or charges related to any Investment, acquisition,
as-set disposition, recapitalization, the incurrence, repayment or refinancing of
Indebtedness (including such fees, expenses or charges related to the offering of
the New Senior Notes, the CF Facilities, the Loans and any credit facilities),
issuance of Equity Interests, refinancing transaction or amendment or modification
of any debt instrument, including (i) the offering, any amendment or other
modification of the New Senior Notes, the CF Facilities,



13









 






 the Loans or any credit facilities and any amendment or modification
of the Existing Senior Notes and (ii) commissions, discounts, yield and other fees
and charges (including any interest expense) related to the CF Facilities or any
Qualified Securitization Financing, and including, in each case, any such
transaction consummated prior to the Closing Date and any such transaction
undertaken but not completed, and any charges or non-recurring merger costs incurred
during such period as a result of any such transaction, in each case whether or not
successful (including, for the avoidance of doubt the effects of expensing all
transaction related expenses in accordance with Financial Accounting Standards No.
141(R)) and losses associated with FASB Interpretation No. 45), and in each case,
deducted (and not added back) in computing Consolidated Net Income; plus




     (v) the amount of any restructuring charge or reserve deducted (and not added
back) in such period in computing Consolidated Net Income, including any
restructuring costs incurred in connection with acquisitions after Closing Date,
costs related to the closure and/or consolidation of facilities, retention charges,
systems establishment costs, conversion costs and excess pension charges and
consulting fees incurred in connection with any of the foregoing; provided that the
aggregate amount added pursuant to this clause (v) shall not exceed 10% of LTM Cost
Base in any four-quarter period; plus




     (vi) the amount of any minority interest expense consisting of Subsidiary
income attributable to minority equity interests of third parties in any
non-wholly-owned Subsidiary of such Person and its Restricted Subsidiaries to the
extent deducted (and not added back) in such period in computing such Consolidated
Net Income; plus




     (vii) any other non-cash charges of such Person and its Restricted
Subsidiaries, including any (A) write-offs or write-downs, (B) equity-based awards
compensation expense, (C) losses on sales, disposals or abandonment of, or any
impairment charges or asset write-off related to, intangible assets, long-lived
assets and investments in debt and equity securities, (D) all losses from
investments recorded using the equity method and (E) other non-cash charges,
non-cash expenses or non-cash losses reducing Consolidated Net Income for such
period (provided that if any such non-cash charges represent an accrual or reserve
for potential cash items in any future period, the cash payment in respect thereof
in such future period shall be subtracted from Consolidated EBITDA in such future
period to the extent paid, and excluding amortization of a prepaid cash item that
was paid in a prior period), in each case to the extent deducted (and not added
back) in computing Consolidated Net Income; plus




     (viii) the amount of cost savings projected by the Parent Borrower in good
faith to be realized as a result of specified actions taken during such period or
expected to be taken (calculated on a pro forma basis as though such cost savings
had been realized on the first day of such period), net of the amount of actual
benefits realized during such period from such actions, provided that (A) such
amounts are reasonably identifiable and factually supportable, (B) such actions are
taken, committed to be taken or expected to be taken within 18 months after the
Closing Date, (C) no cost savings shall be added pursuant to this clause (viii) to
the extent duplicative of any expenses or charges that are otherwise added back in
computing Consolidated EBITDA with respect to such period and (D) the aggregate
amount of cost savings added pursuant to this clause (viii) shall not exceed
$100,000,000 for any period consisting of four consecutive quarters; plus




     (ix) so long as no Default or Event of Default has occurred and is continuing,
the amount of management, monitoring, consulting and advisory fees (including
transaction



14









 






 fees) and indemnities and expenses paid or accrued in such period under
the Sponsor Management Agreement or otherwise to the Sponsors and deducted (and not
added back) in such period in computing such Consolidated Net Income; plus




     (x) any costs or expense incurred by the Parent Borrower or a Restricted
Subsidiary pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement, any stock subscription or
shareholder agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of the Parent Borrower or net cash proceeds
of an issuance of Equity Interests of the Parent Borrower (other than Disqualified
Equity Interests and other than from the proceeds of the exercise of the Cure
Right); plus




     (xi) Securitization Fees to the extent deducted in calculating Consolidated Net
Income for such period;




(b) decreased by (without duplication):




     (i) any non-cash gains increasing Consolidated Net Income of such Person and
its Restricted Subsidiaries for such period, excluding any non-cash gains to the
extent they represent the reversal of an accrual or reserve for a potential cash
item that reduced Consolidated EBITDA in any prior period; plus




     (ii) the minority interest income consisting of subsidiary losses attributable
to minority equity interests of third parties in any non-wholly-owned Subsidiary of
such Person and its Restricted Subsidiaries to the extent such minority interest
income is included in Consolidated Net Income; and




     (c) increased or decreased (without duplication) by, as applicable, in each case to
the extent excluded or included, as applicable, in determining Consolidated Net
Income for such period:




     (i) any net unrealized gain or loss (after any offset) of such Person or its
Restricted Subsidiaries resulting in such period from Swap Contracts and the
application of Statement of Financial Accounting Standards No. 133 and International
Accounting Standards No. 39 and their respective related pronouncements and
interpretations;




     (ii) any net gain or loss (after any offset) of such Person or its Restricted
Subsidiaries resulting from currency translation gains or losses related to currency
remeasurements of Indebtedness (including any net gain or loss resulting from Swap
Contracts for currency exchange risk) and any foreign currency translation gains or
losses; and




     (iii) any after-tax effect of extraordinary, non-recurring or unusual gains or
losses (less all fees and expenses relating thereto) or expenses, Transaction
Expenses, severance, relocation costs and curtailments or modifications to pension
and post-retirement employee benefit plans.



          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period on a consolidated
basis and otherwise determined in accordance with GAAP; provided, however, that, without
duplication,




15









 






     (a) the cumulative effect of a change in accounting principles during such period shall
be excluded,




     (b) any net after-tax income (loss) from disposed or discontinued operations (other
than the Permitted Disposition Assets to the extent included in discontinued operations
prior to consummation of the disposition thereof) and any net after-tax gains or losses on
disposal of disposed, abandoned or discontinued operations shall be excluded;




     (c) any net after-tax effect of gains or losses (less all fees, expenses and charges)
attributable to asset dispositions or abandonments or the sale or other disposition of any
Equity Interests of any Person other than in the ordinary course of business, as determined
in good faith by the Parent Borrower, shall be excluded,




     (d) the Net Income for such period of any Person that is not a Subsidiary, or is an
Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall
be excluded; provided that Consolidated Net Income of the Parent Borrower shall be increased
by the amount of dividends or distributions or other payments that are actually paid in Cash
Equivalents (or cash to the extent converted into Cash Equivalents) to the Parent Borrower
or a Restricted Subsidiary thereof in respect of such period,




     (e) effects of adjustments (including the effects of such adjustments pushed down to
the Parent Borrower and the Restricted Subsidiaries) in such Person’s consolidated financial
statements pursuant to GAAP (including the inventory, property and equipment, software,
goodwill, intangible assets, in-process research and development, deferred revenue and debt
line items thereof) resulting from the application of purchase accounting, in relation to
the Transactions or any consummated acquisition or the amortization or write-off of any
amounts thereof, net of taxes, shall be excluded,




     (f) any net after-tax effect of income (loss) from the early extinguishment or
conversion of (i) obligations under any Swap Contracts, (ii) Indebtedness or (iii) other
derivative instruments shall be excluded,




     (g) any impairment charge or asset write-off or write-down, including impairment
charges or asset write-offs or write-downs related to intangible assets, long-lived assets,
investments in debt and equity securities or as a result of a change in law or regulation,
in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP
shall be excluded,




     (h) any non-cash compensation charge or expense, including any such charge or expense
arising from the grants of stock appreciation or similar rights, stock options, restricted
stock or other rights or equity incentive programs shall be excluded, and any cash charges
associated with the rollover, acceleration or payout of Equity Interests by management of
the Parent Borrower or any of its direct or indirect parents in connection with the
Transactions, shall be excluded,




     (i) accruals and reserves that are established or adjusted within twelve months after
the Closing Date that are so required to be established as a result of the Transactions or
changes as a result of adoption or modification of accounting policies in accordance with
GAAP shall be excluded,




     (j) solely for the purpose of determining the Available Amount pursuant to clause (a)
of the definition thereof, the Net Income for such period of any Restricted Subsidiary
(other than any Guarantor) shall be excluded to the extent that the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not
at the date of determination permitted without any prior governmental approval (which has
not been obtained) or, directly or indirectly, by the operation of the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless such
restriction with respect to the payment of dividends or similar distributions has been
legally waived, provided that Consolidated Net Income of the Parent Borrower will be
increased by the amount of dividends or other distributions or other payments



16









 






actually paid
in cash (or to the extent converted in to cash) to the Parent Borrower or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein,




     (k) any expenses, charges or losses that are covered by indemnification or other
reimbursement provisions in connection with any Investment, Permitted Acquisition or any
sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to
the extent actually reimbursed, or, so long as the Parent Borrower has made a determination
that a reasonable basis exists for indemnification or reimbursement and only to the extent
that such amount is in fact indemnified or reimbursed within 365 days of such determination
(with a deduction in the applicable future period for any amount so added back to the extent
not so indemnified or reimbursed within such 365 days), shall be excluded, and




     (l) to the extent covered by insurance and actually reimbursed, or, so long as the
Parent Borrower has made a determination that there exists reasonable evidence that such
amount will in fact be reimbursed by the insurer and only to the extent that such amount is
in fact reimbursed within 365 days of the date of such determination (with a deduction in
the applicable future period for any amount so added back to the extent not so reimbursed
within such 365 days), expenses, charges or losses with respect to liability or casualty
events or business interruption shall be excluded.



          “Consolidated Secured Debt” means, as of any date of determination, (a) the aggregate
principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on
any asset or property of Holdings, the Parent Borrower or any Restricted Subsidiary minus
(b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens,
other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a),
(l) and (s) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance sheet
of the Parent Borrower and the Restricted Subsidiaries as of such date.




          “Consolidated Total Debt” means, as of any date of determination, the aggregate principal
amount of Indebtedness of the Parent Borrower and the Restricted Subsidiaries outstanding on such
date and set forth on the balance sheet of such Persons, determined on a consolidated basis in
accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from
the application of purchase accounting in connection with the Transactions or any Permitted
Acquisition); provided that Consolidated Total Debt shall not include Indebtedness in respect of
(i) any letter of credit or bank guaranty, except to the extent of unreimbursed amounts thereunder,
(ii) obligations under Swap Contracts and (iii) any non-recourse debt to the extent of the amount
in excess of the fair market value of the assets securing such non-recourse debt.




          “Contractual Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.




          “Control” has the meaning specified in the definition of “Affiliate.”




          “Controlled Investment Affiliate” means, as to any Person, any other Person, other than any
Sponsor, which directly or indirectly is in control of, is controlled by, or is under common
control with such Person and is organized by such Person (or any Person controlling such Person)
primarily for making direct or indirect equity or debt investments in the Parent Borrower and/or
other companies.




          “Credit Card Notification” has the meaning specified in Section 6.15.




          “Credit Card Receivables” has the meaning specified in the definition of “Eligible Credit Card
Receivables.”




          “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.




          “Cure Amount” has the meaning specified in Section 4.03(a).




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          “Cure Right” has the meaning specified in Section 4.03(a).




          “DDAs” means any checking or other demand deposit account maintained by a Loan Party in which
Collateral and proceeds of Collateral is deposited or held. All funds in such DDAs shall be
conclusively presumed to be Collateral and proceeds of Collateral and the Administrative Agent and
the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the DDAs,
subject to the Security Agreement and the Intercreditor Agreement.




          “Debt Proceeds” means the sum of the proceeds of (a) the borrowings made on the Closing Date
under the CF Facilities, (b) the proceeds of the issuance of the New Senior Notes, and (c) the
proceeds of the initial borrowings under the Facility.




          “Debt Repayment” shall mean the repayment, prepayment, repurchase, redemption or defeasance or
tender, in whole or in part, of (a) the Indebtedness of the Parent Borrower and its Subsidiaries
under the Existing Credit Agreement, (b) the Indebtedness of the Parent Borrower in respect of the
Repurchased Existing Notes and (c) the other Indebtedness identified on Schedule 7.03(b) and that
is repaid, prepaid, repurchased, redeemed or defeased or tendered on the Closing Date (or such
later date as may be necessary to effect the Debt Repayment contemplated by any tender offer made
on or prior to the Closing Date).




          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.




          “Default” means any event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of Default.




          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with
respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0%
per annum, in each case, to the fullest extent permitted by applicable Laws.




          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving
Credit Loans, participations in L/C Obligations or participations in Swing Line Loans or
participations in Protective Advances required to be funded by it hereunder within one (1) Business
Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute
(or a good faith dispute that is subsequently cured), (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within one (1) Business Day of the date when due, unless the subject of a good faith dispute (or a
good faith dispute that is subsequently cured), (c) has been deemed insolvent or become the subject
of a bankruptcy or insolvency proceeding or (d) has notified the Parent Borrower and/or the
Administrative Agent in writing of any of the foregoing (including any written certification of its
intent not to comply with its obligations under Article II).




          “Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration
received by the Parent Borrower or a Restricted Subsidiary in connection with a Disposition
pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a
certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will
be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash
within 180 days following the consummation of the applicable Disposition).




          “Designated 2010 Retained Existing Notes” means any 7.65% Senior Notes due 2010 of the Parent
Borrower, to the extent not repaid, prepaid, repurchased or defeased on the Closing Date (or such
later date as may be necessary to effect the Debt Repayment contemplated by any tender offer made
on or prior to the Closing Date).




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          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale-leaseback transaction and any sale or issuance of Equity Interests of a
Restricted Subsidiary (but excluding the Equity Interests of the Parent Borrower)) of any property
by any Person, including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith; provided that no transaction or series of related transactions
shall be considered a “Disposition” for purposes of Section 7.05 unless the net cash proceeds
resulting from such transaction or series of transactions shall exceed $25,000,000.




          “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms
of any security or any other Equity Interest into which it is convertible or for which it is
exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset sale so long as any
rights of the holders thereof upon the occurrence of a change of control or asset sale event shall
be subject to the prior repayment in full of the Loans and all other Obligations that are accrued
and payable, the termination of the Commitments and the termination of or backstop on terms
satisfactory to the Administrative Agent in its sole discretion all outstanding Letters of Credit),
(b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity
Interests), in whole or in part or (c) provides for the scheduled payments of dividends in cash, in
each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if
such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings, the
Parent Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity
Interests shall not constitute Disqualified Equity Interests solely because it may be required to
be repurchased by Holdings, the Parent Borrower or the Restricted Subsidiaries in order to satisfy
applicable statutory or regulatory obligations or under the terms of the plan under which such
Equity Interests are issued and any stock subscription or shareholder agreement to which such
Equity Interests are subject; provided, further, that any Equity Interests held by any future,
current or former employee, director, officer, manager or consultant (or their respective estates,
Affiliates or Immediate Family Members), of the Parent Borrower, any of its Subsidiaries or any of
its direct or indirect parent companies’ or any other entity in which the Parent Borrower or a
Restricted Subsidiary has an Investment, in each case pursuant to any stock subscription or
shareholders’ agreement, management equity plan or stock option plan or any other management or
employee benefit plan or agreement or any distributor equity plan or agreement shall not constitute
Disqualified Equity Interest solely because it may be required to be repurchased by the Parent
Borrower or its Subsidiaries.




          “Disqualified Institutions” means those banks and institutions set forth on Schedule 1.01E
hereto or any Persons who are competitors of the Parent Borrower and its Subsidiaries, as
identified to the Administrative Agent from time to time.




          “Divestiture Assets” means the DoJ Divestiture Assets and the FCC Divestiture Assets.




          “DoJ Divestiture Assets” means the “Divestiture Assets” as defined in the DoJ Consent Orders.




          “DoJ Orders” means the Final Judgment and the Hold Separate Stipulation and Order entered by
the United States District Court for the District of Columbia in the matter of United States of
America v. Bain Capital, LLC, Thomas H. Lee Partners, L.P. and Clear Channel.




          “Dollar” and “$” mean lawful money of the United States.




          “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United
States, any state thereof or the District of Columbia.




          “Eligible Accounts” means, as of any date of determination thereof, the aggregate amount of
all Accounts due to any Borrower, except to the extent that (determined without duplication):





     (a) except as provided in clause (v) of this definition, such Account does not arise
from the sale of goods, intellectual property or advertising, or the performance of services
by a Borrower in the ordinary course of its business;



19









 






     (b) (i) such Borrower’s right to receive payment is contingent upon the fulfillment of
any condition whatsoever or (ii) as to which such Person is not able to bring suit or
otherwise enforce its remedies against the Account Debtor through judicial process;




     (c) any defense, counterclaim, setoff or dispute exists as to such Account, but only to
the extent of such defense, counterclaim, setoff or dispute;




     (d) such Account is not a true and correct statement of bona fide indebtedness incurred
in the amount of the Account for the sale of goods to or services rendered for the
applicable Account Debtor;




     (e) an invoice, in form and substance consistent with the Parent Borrower’s credit and
collection policies, or otherwise reasonably acceptable to the Administrative Agent (it
being understood that the forms used by the Borrowers on the Closing Date are satisfactory
to the Administrative Agent), has not been prepared and sent to the applicable Account
Debtor in respect of such Account prior to being reported to the Administrative Agent as
Collateral (including Accounts identified as inactive, warranty or otherwise not
attributable to an Account Debtor);




     (f) such Account (i) is not owned by a Borrower or (ii) is subject to any Lien, other
than Liens permitted hereunder pursuant to clauses (a), (c), (e), (h), (j), (k), (t), (x)
and (z) of Section 7.01;




     (g) such Account is the obligation of an Account Debtor that is (i) a director,
officer, other employee or Affiliate of a Borrower (other than Accounts arising from the
sale of goods, intellectual property or advertising, or provision of services delivered to
such Account Debtor in the ordinary course of business), (ii) a natural person or (iii) only
if such Account obligation has not been incurred in the ordinary course or on arms’ length
terms, to any entity that has any common officer or director with a Borrower;




     (h) Accounts subject to a partial payment plan;




     (i) such Borrower is liable for goods sold or services rendered by the applicable
Account Debtor to such Borrower but only to the extent of the potential offset;




     (j) upon the occurrence of any of the following with respect to such Account:




     (i) the Account is not paid within:




          (A) with respect to Accounts generated by the CCB Group, (x) in the case of
Accounts due from advertising agencies, 120 days past the original invoice date, or
(y) in the case of Accounts due from any other Person, 90 days past the original
invoice date;




          (B) with respect to Accounts generated by the Premier Group, 120 days past the
original invoice date; or




          (C) (x) with respect to Accounts generated from commissions billed for media
representation services by the Katz Group, 60 days past the original due date, or
(y) with respect to Accounts generated by billings made by the Katz Group to
advertisers or advertising agencies for advertising spots, and for which a member of
the CCB Group has billed a member of the Katz Group, the Account is not paid within
90 days following the original invoice date;


provided that in calculating delinquent portions of Accounts under clauses (A) through (C), CCB
Group Accounts due from advertising agencies with net credit balances over 120 days old, CCB Group
Accounts due from other persons with net credit balances over 90 days old, Premier Group Accounts
with net credit balances over 120 days old, Katz Group media representation Accounts with net
credit balances over 60 days old, and other Katz Group Accounts with net credit balances over 90
days old, will be excluded;





20









 









     (ii) the Account Debtor obligated upon such Account suspends business, makes a
general assignment for the benefit of creditors or fails to pay its debts generally
as they come due;




     (iii) any Account Debtor obligated upon such Account is a debtor or a debtor in
possession under any bankruptcy law or any other federal, state or foreign
(including any provincial) receivership, insolvency relief or other law or laws for
the relief of debtors; or




     (iv) with respect to which Account (or any other Account due from the
applicable Account Debtor), in whole or in part, a check, promissory note, draft,
trade acceptance, or other instrument for the payment of money has been received,
presented for payment, and returned uncollected for any reason;




     (k) such Account is the obligation of an Account Debtor from whom 50% or more of the
aggregate amount of all Accounts owing by that Account Debtor are ineligible under clause
(j)(i) of this definition;




     (l) such Account, together with all other Accounts owing by such Account Debtor and its
Affiliates as of any date of determination, exceeds 15% of all Eligible Accounts (but only
the extent of such excess);




     (m) such Account is one as to which the Administrative Agent’s Lien thereon, on behalf
of itself and the Lenders, is not a first priority perfected Lien, subject to Liens
permitted hereunder pursuant to clauses (c), (e), (h), (j), (k), (t) and (x) of Section
7.01;




     (n) any of the representations or warranties in the Loan Documents with respect to such
Account are untrue in any material respect with respect to such Account (or, with respect to
representations or warranties that are qualified by materiality, any of such representations
and warranties are untrue);




     (o) such Account is evidenced by a judgment, Instrument or Chattel Paper (each such
term as defined in the Uniform Commercial Code) (other than Instruments or Chattel Paper
that are held by a Borrower or that have been delivered to the Administrative Agent);




     (p) such Account is payable in any currency other than Dollars;




     (q) Accounts with respect to which the Account Debtor is a Person unless: (i) the
Account Debtor’s billing address is in the United States or (ii) the Account Debtor is
organized under the laws of the United States, any state thereof or the District of
Columbia;




     (r) such Account is the obligation of an Account Debtor that is the United States
government or a political subdivision thereof, or department, agency or instrumentality
thereof;




     (s) Accounts with respect to which the Account Debtor is the government of any country
or sovereign state other than the United States, or of any state, municipality, or other
political subdivision thereof, or of any department, agency, public corporation, or other
instrumentality thereof;




     (t) such Account has been redated, extended, compromised, settled, adjusted or
otherwise modified or discounted, except discounts or modifications that are granted by a
Borrower in the ordinary course of business and that are reflected in the calculation of the
Borrowing Base;




     (u) such Account is of an Account Debtor that is located in a state requiring the
filing of a notice of business activities report or similar report in order to permit a
Borrower to seek judicial enforcement in such state of payment of such Account, unless such
Borrower has qualified to do business in such state or has filed a notice of business
activities report or equivalent report for the then-current year or if such failure to file
and inability to seek judicial enforcement is capable of being remedied without any material
delay or material cost;



21









 






     (v) such Accounts were acquired or originated by a Person acquired in a Permitted
Acquisition (until such time as the Administrative Agent has completed a customary due
diligence investigation as
to such Accounts and such Person, which investigation may, at the sole discretion of
the Administrative Agent, include a field examination, and the Administrative Agent is
reasonably satisfied with the results thereof);




     (w) Credit Card Receivables (other than Eligible Credit Card Receivables);




     (x) Accounts which are subject to a credit that has been earned but not taken, subject
to reduction as a result of an unapplied deferred revenue account, or a chargeback, to the
extent of such rebate, deferred revenue account or chargeback;




     (y) that represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale
on approval, consignment or other repurchase or return basis;




     (z) such Borrower is subject to an event of the type described in Section 8.01(f);




     (aa) such Account is otherwise unacceptable to the Administrative Agent in its
Permitted Discretion;




     (bb) such Account was generated by a Person that was a Borrower at the time such
Account was generated but has since been sold or divested; or




     (cc) such Account was not generated by the CCB Group, Premier Group or Katz Group
unless otherwise agreed to by the Administrative Agent in its Permitted Discretion (after
such time as the Administrative Agent has completed a customary due diligence investigation
as to such Accounts and such Person, which investigation may, at the sole discretion of the
Administrative Agent, include a field examination, and the Administrative Agent is
reasonably satisfied with the results thereof).



          “Eligible Assignee” means any assignee permitted by and, to the extent applicable, consented
to in accordance with Section 10.07(b); provided that under no circumstances shall (i) any Loan
Party or any of its Subsidiaries, or (ii) any Disqualified Institution be an Assignee.




          “Eligible Credit Card Receivables” shall mean, as of any date of determination, Accounts due
to any Borrower from major credit card and debit card processors (including, but not limited to,
JCB, Visa, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Star/Mac,
Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro) that arise in the ordinary
course of business and that have been earned by performance (“Credit Card Receivables”) and that
are not excluded as ineligible by virtue of one or more of the criteria set forth below, except
that none of the following (determined without duplication) shall be deemed to be Eligible Credit
Card Receivables:





     (a) Accounts that have been outstanding for more than five (5) Business Days from the
date of sale, or for such longer period(s) as may be approved by the Administrative Agent in
its Permitted Discretion;




     (b) Accounts with respect to which a Borrower does not have good and valid title, free
and clear of any Lien (other than Liens permitted hereunder pursuant to clauses (a), (c),
(e), (h), (j), (k), (t), (x) and (z) of Section 7.01);




     (c) Accounts as to which the Administrative Agent’s Lien attached thereon on behalf of
itself and the Lenders, is not a first priority perfected Lien, subject to Liens permitted
hereunder pursuant to clauses (c), (e), (h), (j), (k), (t) and (x) of Section 7.01;




     (d) Accounts that are disputed, or with respect to which a claim, counterclaim, offset
or chargeback (other than chargebacks in the ordinary course by the credit card processors)
has been asserted,



22









 






by the related credit card processor (but only to the extent of such
dispute, claim, counterclaim, offset or chargeback);




     (e) except as otherwise approved by the Administrative Agent, Accounts as to which the
credit card processor has the right under certain circumstances to require a Borrower to
repurchase the Accounts from such credit card or debit card processor;




     (f) except as otherwise approved by the Administrative Agent, Accounts arising from any
private label credit card program of a Borrower; and




     (g) Accounts due from major credit card and debit card processors (other than JCB,
Visa, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Star/Mac,
Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro) that the Administrative
Agent in its Permitted Discretion determines to be unlikely to be collected.



          “EMU” means the economic and monetary union as contemplated in the Treaty on European Union.




          “EMU Legislation” means the legislative measures of the European Council for the introduction
of, changeover to or operation of a single or unified European currency.




          “Environment” means ambient air, indoor air, surface water, drinking water, groundwater, land
surfaces, subsurface strata and natural resources such as wetlands, flora and fauna.




          “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation, investigations
(other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the
ordinary course of such Person’s business or (b) as required in connection with a financing
transaction or an acquisition or disposition of real estate) or proceedings with respect to any
Environmental Liability (hereinafter “Claims”), including (i) any and all Claims by a Governmental
Authority for enforcement, response or other actions or damages pursuant to any Environmental Law
and (ii) any and all Claims by any Person seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief pursuant to any Environmental Law.




          “Environmental Laws” means any and all Laws relating to the pollution or protection of the
Environment including those relating to the generation, handling, storage, treatment transport or
Release or threat of Release of Hazardous Materials or, to the extent relating to exposure or
threat of exposure to Hazardous Materials, human health.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any
Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage
or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence,
or Release or threatened Release of any Hazardous Materials into the Environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.




          “Environmental Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law.



“Equity Contribution” means, collectively, (a) the direct or indirect contribution by the Sponsors
and certain other investors of an aggregate amount of cash (the “Cash Contribution”) and (b) the
Rollover Equity, in an amount which, together with (A) the Parent Borrower’s and its Subsidiaries’
cash on hand and (B) the Debt Proceeds, is sufficient to finance (a) the Merger Consideration, (b)
the Debt Repayment, (c) Transaction Expenses paid on or prior to the Closing Date, (d) Cash for
Post-Closing Expenses and (e) the Additional Cash from Revolver Draw. The Equity Contribution will
be no less than $3,000,000,000. Any portion of the Cash Contribution not directly received




23









 




by
Merger Sub or used by Parent or Holdings to pay Transaction Expenses will be contributed to the
common equity capital of Merger Sub.




          “Equity Interests” means, with respect to any Person, all of the shares, interests, rights,
participations or other equivalents (however designated) of capital stock of (or other ownership or
profit interests or units in) such Person and all of the warrants, options or other rights for the
purchase, acquisition or exchange from such Person of any of the foregoing (including through
convertible securities).




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under
common control with Holdings or the Parent Borrower and is treated as a single employer pursuant to
Section 414 of the Code or Section 4001 of ERISA.




          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan for which notice to
the PBGC is not waived by regulation; (b) a withdrawal by Holdings, the Parent Borrower, any
Subsidiary or any of their respective ERISA Affiliates from a Pension Plan subject to Section 4063
of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Holdings, the Parent Borrower,
any Subsidiary or any of their respective ERISA Affiliates from a Multiemployer Plan, notification
of Holdings, the Parent Borrower, any Subsidiary or any of their respective ERISA Affiliates
concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is
insolvent or is in reorganization within the meaning of Title IV of ERISA; (d) the filing by
Holdings, the Parent Borrower, any Subsidiary or any of their respective ERISA Affiliates of a
notice of intent to terminate a Pension Plan; (e) with respect to a Pension Plan, the failure to
satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether
or not waived; (f) the failure to make by its due date a required contribution under Section 412(m)
of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006) with
respect to any Pension Plan or the failure to make any required contribution to a Multiemployer
Plan; (g) the filing pursuant to Section 412(d) of the Code and Section 303(d) of ERISA (or, after
the effective date of the Pension Protection Act of 2006, Section 412(c) of the Code and Section
302(c) of ERISA) of an application for a waiver of the minimum funding standard with respect to any
Pension Plan; (h) the filing by the PBGC of a petition under Section 4042 of ERISA to terminate any
Pension Plan or to appoint a trustee to administer any Pension Plan; or (i) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which could result in liability to Holdings or the Parent Borrower.




          “Escrow Agreement” means the Escrow Agreement, dated as of May 13, 2008, among Merger Sub,
Parent, the Parent Borrower, the financial institutions and other parties thereto.




          “Euro” and “€” mean the lawful single currency of the European Union.




          “Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published
by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated
by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period; if such rate is not available at such time for any reason, then the “Eurocurrency
Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent
to be the rate at which deposits in the relevant currency for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
made, continued or converted and with a term equivalent to such Interest Period would be offered by
the Administrative Agent’s London Branch (or other branch or Affiliate) to major banks in the
London or other offshore interbank market for such currency at their request at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period.




24









 





          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the applicable
Eurocurrency Rate.




          “Event of Default” has the meaning specified in Section 8.01.




          “Excess Availability” means, as of any date of determination thereof, (x) the lesser of (1)
the Borrowing Base and (2) the aggregate Revolving Credit Commitments, minus (y) the
aggregate Revolving Credit Exposure.




          “Exchange Act” means the Securities Exchange Act of 1934.




          “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly-owned Subsidiary, (b) any
Immaterial Subsidiary, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing
the Obligations, or a guarantee by which would require governmental consent, approval, license or
authorization, (d) any Domestic Subsidiary (i) that is a Subsidiary of a Foreign Subsidiary that is
a controlled foreign corporation within the meaning of Section 957 of the Code or (ii) that is
treated as a disregarded entity for U.S. federal income tax purposes if substantially all of its
assets consist of the stock of one or more Foreign Subsidiaries that is a controlled foreign
corporation within the meaning of Section 957 of the Code, (e) AMFM and its Subsidiaries, until
AMFM has completed the Debt Repayment of the AMFM Notes, as result of which the covenants in the
AMFM Indenture have been defeased or, in the case of a tender offer and consent solicitation,
eliminated in accordance therewith, (f) any Unrestricted Subsidiary, (g) any Securitization Entity,
and (h) any other Subsidiary with respect to which, in the reasonable judgment of the
Administrative Agent, determined in consultation with the Parent Borrower, the burden, cost or
consequences (including any material adverse tax consequences) of providing a guarantee of the
Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom.




          “Existing Credit Agreement” means that certain Credit Agreement dated as of July 13, 2004,
among the Parent Borrower and the subsidiaries of the Parent Borrower party thereto as borrowers,
the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and
the other agents party thereto.




          “Existing Notes” has the meaning specified in the definition of “Retained Existing Notes.”




          “Existing Notes Condition” means (i) the repayment of Existing Notes such that no more than
$500,000,000 aggregate principal amount of Existing Notes remains outstanding or (ii) the Parent
Borrower and its Subsidiaries are no longer subject to the negative covenants set forth in the
Existing Notes Indentures as a result of a consent solicitation or other discharge or defeasance,
as notified to the Administrative Agent in writing.




          “Existing Notes Indentures” means collectively the (i) Retained Existing Notes Indenture and
the (ii) AMFM Notes Indenture.




          “Facility” means the Revolving Credit Facility.




          “Fair Market Value” means, with respect to any asset or liability, the fair market value of
such asset or liability as determined in good faith by a Responsible Officer of the Parent
Borrower.




          “FCC” means the Federal Communications Commission of the United States or any Governmental
Authority succeeding to the functions of such commission in whole or in part.




          “FCC Authorizations” means all Broadcast Licenses and other licenses, permits and other
authorizations issued by the FCC and held by the Parent Borrower or any of its Restricted
Subsidiaries.




          “FCC Divestiture Assets” means (a) Broadcast Licenses transferred to the Aloha Trust pursuant
to the FCC Order, (b) any interest in the Aloha Trust and (c) any assets of the Parent Borrower and
its Restricted Subsidiaries relating to the Stations operated under the Broadcast Licenses referred
to in clause (a).




25









 





          “FCC Order” means the Memorandum Opinion and Order, FCC 08-3, released by the FCC on January
24, 2008, as amended by the Erratum dated January 30, 2008.




          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the
Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on
such transactions as determined by the Administrative Agent.




          “Fixed Charge Coverage Ratio” means, with respect to any Test Period, the ratio of (a)
Consolidated EBITDA of the Parent Borrower minus Capital Expenditures minus Cash
Income Taxes, in each case for such Test Period, to (b) Fixed Charges for such Test Period.
Notwithstanding anything to the contrary, for purposes of calculating the Fixed Charge Coverage
Ratio for the four fiscal quarter periods ending on the last day of each of the first, second and
third whole fiscal quarters occurring after the Closing Date (each a “Post-Closing Quarter”), Fixed
Charges shall be deemed to equal Fixed Charges for the period commencing on the first day of the
first Post-Closing Quarter and ending (a) on the last day of the first Post-Closing Quarter,
multiplied by 4, (b) on the last day of the second Post-Closing Quarter, multiplied by 2, and (c)
on the last day of the third Post-Closing Quarter, multiplied by 4/3, respectively.




          “Fixed Charges” means, with respect to any Test Period, without duplication, the sum of (a)
consolidated cash interest expense (net of cash interest income to the extent excluded from
Consolidated EBITDA), for the Parent Borrower and its Restricted Subsidiaries on a consolidated
basis, for such Test Period plus (b) the aggregate amount of all cash dividend payments on
Disqualified Equity Interests of the Parent Borrower during such Test Period plus (c) the
scheduled amortization payments during such Test Period on Indebtedness of the Parent Borrower and
its Restricted Subsidiaries.




          “Foreign Lender” has the meaning specified in Section 3.01(b).




          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement
maintained or contributed to by, or entered into with, Holdings, the Parent Borrower or any
Subsidiary of the Parent Borrower with respect to employees employed outside the United States.




          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Parent Borrower
that is not a Domestic Subsidiary.




          “FRB” means the Board of Governors of the Federal Reserve System of the United States.




          “Fund” means any Person (other than a natural person) that is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary
course.




          “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time; provided, however, that if the Parent Borrower notifies the
Administrative Agent that the Parent Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Closing Date in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Parent
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.




          “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or




26









 




other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.




          “Granting Lender” has the meaning specified in Section 10.07(h).




          “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other monetary obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or
other monetary obligation of the payment or performance of such Indebtedness or other monetary
obligation, (iii) to maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such Indebtedness or other
monetary obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or
other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any
holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not
include endorsements for collection or deposit, in either case in the ordinary course of business,
or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in
connection with any acquisition or disposition of assets permitted under this Agreement (other than
such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in
good faith. The term “Guarantee” as a verb has a corresponding meaning.




          “Guarantees” has the meaning specified in the definition of “Collateral and Guarantee
Requirement.”




          “Guarantor” has the meaning specified in the definition of “Collateral and Guarantee
Requirement.”




          “Guaranty” means (a) the guaranty made by Holdings, the Parent Borrower, the Subsidiary
Borrowers, and the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the
Secured Parties pursuant to clause (b) of the definition of “Collateral and Guarantee Requirement,”
substantially in the form of Exhibit F-1 or Exhibit F-2, as applicable, and
(b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11, all guarantees
hereunder, the “Guaranties.”




          “Hazardous Materials” means materials, chemicals, substances, compounds, wastes, pollutants
and contaminants, in any form, including all explosive or radioactive substances or wastes, mold,
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas and infectious or medical wastes, in each case regulated pursuant to any
Environmental Law.




          “Holdings” has the meaning specified in the introductory paragraph to this Agreement.




          “Honor Date” has the meaning specified in Section 2.03(c)(i).




          “Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary.




          “Immediate Family Member” means, with respect to any individual, such individual’s child,
stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former
spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and
daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide
estate planning vehicle the only beneficiaries of which are any of




27









 




 the foregoing individuals or any
private foundation or fund that is controlled by any of the foregoing individuals or any donor
advised fund of which any such individual is the donor.




          “Incremental Amendment” has the meaning specified in Section 2.14(a).




          “Indebtedness” means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:





     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) the maximum amount (after giving effect to any prior drawings or reductions that
may have been reimbursed) of all letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar
instruments issued or created by or for the account of such Person;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred purchase price of property or
services (other than (i) trade accounts and accrued expenses payable in the ordinary course
of business and (ii) any earn-out obligation until such obligation becomes a liability on
the balance sheet of such Person in accordance with GAAP and if not paid after becoming due
and payable);




     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements and mortgage, industrial revenue bond, industrial
development bond and similar financings), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




     (f) all Attributable Indebtedness;




     (g) all obligations of such Person in respect of Disqualified Equity Interests; and




     (h) all Guarantees of such Person in respect of any of the foregoing.



          For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of
any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint venturer, except to
the extent such Person’s liability for such Indebtedness is otherwise limited and only to the
extent such Indebtedness would be included in the calculation of clause (a) of the definition of
Consolidated Total Debt of such Person and (ii) in the case of the Parent Borrower and its
Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days
(inclusive of any roll-over or extensions of terms) and made in the ordinary course of business.
The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of Indebtedness of any Person that is not
assumed by such Person for purposes of clause (e) shall be deemed to be equal to the lesser of
(i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property
encumbered thereby as determined by such Person in good faith.




          “Indemnified Liabilities” has the meaning specified in Section 10.05.




          “Indemnified Taxes” has the meaning specified in Section 3.01(a).




          “Indemnitees” has the meaning specified in Section 10.05.




          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or
consultant of nationally recognized standing that is, in the good faith judgment of the Parent
Borrower, qualified to perform the task for which it has been engaged and that is independent of
the Parent Borrower and its Affiliates.




28









 





          “Information” has the meaning specified in Section 10.08.




          “Initial Incremental Amount” has the meaning specified in Section 2.14(a).




          “Initial Revolving Borrowing” means one or more borrowings of Revolving Credit Loans or
issuances in an amount not to exceed the aggregate amounts specified or referred to in the
definition term “Permitted Initial Revolving Borrowing Purposes.”




          “Intercreditor Agreement” means the intercreditor agreement dated as of the Closing Date
hereof between the Administrative Agent and the CF Administrative Agent, substantially in the form
attached as Exhibit I, as amended, restated, supplemented or otherwise modified from time
to time in accordance therewith and herewith.




          “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of
each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest
Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every
three months after the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March,
June, September and December and the Maturity Date.




          “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date
such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan
and ending on the date one, two, three or six months thereafter, or to the extent agreed by each
Lender of such Eurocurrency Rate Loan and the Administrative Agent, nine or twelve months (or such
period of less than one month as may be consented to by the Administrative Agent and each Lender),
as selected by the Parent Borrower in its Committed Loan Notice; provided that:





     (a) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;




     (b) any Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and




     (c) no Interest Period shall extend beyond the Maturity Date.



          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or
other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest
in such other Person (excluding, in the case of the Parent Borrower and its Restricted
Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days
(inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or
(c) the purchase or other acquisition (in one transaction or a series of transactions) of all or
substantially all of the property and assets or business of another Person or assets constituting a
business unit, line of business or division of such Person. For purposes of covenant compliance,
the amount of any Investment at any time shall be the amount actually invested (measured at the
time made), without adjustment for subsequent changes in the value of such Investment, net of any
return representing a return of capital with respect to such Investment.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally
recognized statistical rating agency selected by the Parent Borrower.




          “IP Rights” has the meaning specified in Section 5.15.




29









 





          “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance).




          “Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by an L/C Issuer and the
Parent Borrower (or any of its Subsidiaries) or in favor of such L/C Issuer and relating to such
Letter of Credit.




          “Joinder Agreement” means the joinder agreement, dated as of the Closing Date, among,
Holdings, the Borrowers and the Administrative Agent, substantially in the form attached as Exhibit
J, as amended, restated, supplemented or otherwise modified from time to time in accordance
therewith and herewith.




          “Judgment Currency” has the meaning specified in Section 10.19.




          “Junior Financing” has the meaning specified in Section 7.12(a).




          “Junior Financing Documentation” means any documentation governing any Junior Financing.




          “Katz Group” means the Borrowers identified as members of the Katz Group on the signature page
to this Agreement and the Joinder Agreement, including all supplements thereto.




          “Laws” means, collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities and executive orders, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental Authority.




          “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of
its participation in any L/C Borrowing in accordance with its Pro Rata Share.




          “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of
Credit that has not been reimbursed on the applicable Honor Date or refinanced as a Revolving
Credit Borrowing.




          “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the renewal or increase of the amount thereof.




          “L/C Issuer” means Citibank, Deutsche Bank Trust Company Americas and any other Lender that
becomes a L/C Issuer in accordance with Section 2.03(l) or 10.07(j), in each case, in its capacity
as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.




          “L/C Obligation” means, as at any date of determination, the aggregate maximum amount then
available to be drawn under all outstanding Letters of Credit (whether or not (i) such maximum
amount is then in effect under any such Letter of Credit if such maximum amount increases
periodically pursuant to the terms of such Letter of Credit or (ii) the conditions to drawing can
then be satisfied) plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit,
including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination
a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.




          “L/C Sublimit” means an amount equal to $50,000,000.




          “Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the
context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors
and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”




30









 





          “Lending Office” means, as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Parent Borrower and the Administrative Agent.




          “Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.




          “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.




          “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the
scheduled Maturity Date then in effect (or, if such day is not a Business Day, the next preceding
Business Day).




          “License Subsidiary” means a direct or indirect wholly-owned Restricted Subsidiary of the
Parent Borrower substantially all of the assets of which consist of Broadcast Licenses and related
rights.




          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory, judgment or other), charge, or preference, priority or other security
interest or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other encumbrance on title
to real property, and any Capitalized Lease having substantially the same economic effect as any of
the foregoing); provided that in no event shall an operating lease in and of itself be deemed a
Lien.




          “Liquidity Event” means the determination by the Administrative Agent that (a) Excess
Availability on any day is less than $50,000,000 or (b) Aggregate Excess Availability on any day is
less than 10% of the Borrowing Base.




          “LMA” means a time brokerage agreement between a broadcaster-broker and a radio station
licensee pursuant to which the broadcaster-broker supplies programming and sells commercial spot
announcements in discrete blocks of time provided by the radio station licensee that amount to 15%
or more of the weekly broadcast hours of the radio station licensee’s radio broadcast station.




          “Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of
a Revolving Credit Loan, a Swing Line Loan or a Protective Advance.




          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Joinder Agreement, (iii)
the Notes, (iv) the Guaranties, (v) the Collateral Documents, (vi) the Issuer Documents and
(vii) the Intercreditor Agreement.




          “Loan Parties” means collectively, Holdings, the Parent Borrower, the Subsidiary Borrowers
and the Subsidiary Guarantors.




          “LTM Cost Base” means, for any Test Period, the sum of (a) direct operating expenses, (b)
selling, general and administrative expenses and (c) corporate expenses, in each case excluding
depreciation, amortization and interest expense, of the Parent Borrower and its Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP.




          “Master Agreement” has the meaning specified in the definition of “Swap Contract.”




          “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
assets, financial condition or results of operations of the Parent Borrower and its Restricted
Subsidiaries, taken as a whole, or (b) the rights and remedies of the Administrative Agent and the
Lenders hereunder.




          “Material Adverse Effect on the Company” has the meaning ascribed to such term in the Merger
Agreement (as in effect on the Closing Date).




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          “Material Domestic Subsidiary” means, at any date of determination, each of the Parent
Borrower’s Domestic Subsidiaries (a) whose total assets at the last day of the end of the most
recently ended fiscal quarter of the Parent Borrower for which financial statements have been
delivered pursuant to Section 6.01 were equal to
or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for the most
recently ended period of four consecutive fiscal quarters of the Parent Borrower for which
financial statements have been delivered pursuant to Section 6.01 were equal to or greater than
2.5% of the consolidated gross revenues of the Parent Borrower and the Restricted Subsidiaries for
such period, in each case determined in accordance with GAAP; provided that if, at any time and
from time to time after the Closing Date, Domestic Subsidiaries that are not Guarantors solely
because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate
more than 5.0% of Total Assets as of the end of the most recently ended fiscal quarter of the
Parent Borrower for which financial statements have been delivered pursuant to Section 6.01 or
contribute more than 5.0% of the gross revenues of the Parent Borrower and the Restricted
Subsidiaries for the period of four consecutive fiscal quarters ending as of the last day of such
fiscal quarter, then the Parent Borrower shall, not later than 45 days after the date by which
financial statements for such quarter are required to be delivered pursuant to this Agreement,
designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as
“Material Domestic Subsidiaries” to the extent required such that the foregoing condition ceases to
be true and comply with the provisions of Section 6.11 applicable to such Subsidiaries; provided,
however, that, any License Subsidiary that is a Domestic Subsidiary shall be deemed to be a
Material Domestic Subsidiary if such License Subsidiary would constitute a Material Domestic
Subsidiary if it were assumed that such License Subsidiary had the revenues associated with the
Broadcast Stations operated by the Parent Borrower and its Domestic Subsidiaries that utilized the
Broadcast Licenses owned by such License Subsidiary.




          “Material Subsidiary” means any Material Domestic Subsidiary.




          “Maturity Date” means the date that is six years after of the Closing Date; provided that if
such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding
such day.




          “Maximum Rate” has the meaning specified in Section 10.11.




          “Merger” has the meaning specified in the preliminary statements to this Agreement.




          “Merger Agreement” means the Agreement and Plan of Merger, dated as of November 16, 2006, by
and among the Parent Borrower, Merger Sub, T Triple Crown Finco, LLC, B Triple Crown Finco, LLC and
Parent, as amended by Amendment No. 1 dated as of April 18, 2007, Amendment No. 2 dated as of May
17, 2007 and Amendment No. 3 dated as of May 13, 2008.




          “Merger Consideration” means an amount equal to the total funds required to pay to the holder
of each share of issued and outstanding common stock (subject to certain exceptions as set forth in
the Merger Agreement) of the Parent Borrower (and to the holders of certain outstanding options to
purchase, and outstanding restricted stock units with respect to, shares of common stock of the
Parent Borrower (after deduction for any applicable exercise price)), other than shares the holders
of which have elected to convert into common stock of Parent, an aggregate amount per share equal
to Cash Consideration (as defined in the Merger Agreement).




          “Merger Sub” has the meaning specified in the preliminary statements of this Agreement.




          “Minority Investment” means any Person other than a Subsidiary in which the Parent Borrower or
any Restricted Subsidiary owns any Equity Interests.




          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.




          “Monthly Borrowing Base Certificate” has the meaning provided in Section 6.01(e).




          “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which Holdings, the Parent Borrower, any Subsidiary or any of their
respective ERISA Affiliates makes or is obligated to make contributions, or with respect to which
the Parent Borrower or any Subsidiary would reasonably be expected to incur liability.




32









 





          “NCR Stations” means the Stations listed on Schedule 1.01D.




          “Net Cash Proceeds” has the meaning specified in the CF Credit Agreement.




          “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP.




          “New Senior Cash-Pay Notes” means $980,000,000 aggregate principal amount of the Parent
Borrower’s 10.75% senior notes due 2016, and any exchange notes in respect thereof.




          “New Senior Notes” means, collectively, (i) the New Senior Cash-Pay Notes, and (ii) the New
Senior Toggle Notes.




          “New Senior Notes Indentures” means any one or more indentures to be entered into among the
Parent Borrower, as issuer, the guarantors party thereto and a trustee, pursuant to which the New
Senior Notes are issued.




          “New Senior Toggle Notes” means $1,330,000,000 aggregate principal amount of the Parent
Borrower’s 11.00%/11.75% senior toggle notes due 2016, any exchange notes in respect thereof, and
any increases in the principal amount of New Senior Toggle Notes (or related exchange notes) in
lieu of the payment of cash interest in accordance with the terms thereof.




          “Non-Consenting Lender” has the meaning specified in Section 3.07(d).




          “Non-Loan Party” means any Subsidiary of the Parent Borrower that is not a Loan Party.




          “Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).




          “Note” means a Revolving Credit Note.




          “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or
Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, (y) Hedging Obligations and (z) Cash
Management Obligations. Without limiting the generality of the foregoing, the Obligations of the
Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have
obligations under the Loan Documents) include the obligation (including guarantee obligations) to
pay principal, interest, Letter of Credit, reimbursement obligations, charges, expenses, fees,
Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.




          “Organization Documents” means (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.




          “Other Taxes” has the meaning specified in Section 3.01(f).




          “Outstanding Amount” means (a) with respect to the Revolving Credit Loans and Swing Line Loans
on any date, the amount thereof after giving effect to any borrowings and prepayments or repayments
of




33









 




Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under
Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans,
as the case may be, occurring on
such date; (b) with respect to any L/C Obligations on any date, the Amount thereof on such
date after giving effect to any related L/C Credit Extension occurring on such date and any other
changes thereto as of such date, including as a result of any reimbursements of outstanding
Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding
Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a
Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under
related Letters of Credit taking effect on such date; and (c) with respect to Protective Advances
on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or
repayments of Protective Advances occurring on such date.




          “Overnight Rate” means, for any day, with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative
Agent, an L/C Issuer, or the Swing Line Lender, as applicable, in accordance with banking industry
rules on interbank compensation.




          “Parent” means CC Media Holdings Inc. (formerly BT Triple Crown Capital Holdings III, Inc.).




          “Parent Borrower” has the meaning specified in the introductory paragraph to this Agreement.




          “Parent Borrower Obligor Cash Management Note” has the meaning specified in the definition of
“CCU Cash Management Notes.”




          “Participant” has the meaning specified in Section 10.07(e).




          “Participant Register” has the meaning specified in Section 10.07(e).




          “Participating Member State” means each state so described in any EMU Legislation.




          “PBGC” means the Pension Benefit Guaranty Corporation.




          “Pension Act” means the U.S. Pension Protection Act of 2006, as amended.




          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is either (i) sponsored or maintained by Holdings, the Parent Borrower, any Subsidiary or any of
their ERISA Affiliates or (ii) to which Holdings, the Parent Borrower, any Subsidiary or any of
their ERISA Affiliates contributes or has an obligation to contribute or with respect to which the
Parent Borrower or any Subsidiary would reasonably be expected to incur liability.




          “Permits” means any and all franchises, licenses, permits, approvals, notifications,
certifications, registrations, authorizations, exemptions, qualifications, and other rights,
privileges and approvals required for the operation of the Parent Borrower’s business under its
organizational documents or under any loan treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable or binding upon such
Person or any of its property or to which such Person or any of its property is subject.




          “Permitted Acquisition” has the meaning specified in Section 7.02(j).




          “Permitted Additional Notes” means unsecured notes issued by the Parent Borrower and
guaranteed on a subordinated unsecured basis by one or more Guarantors, provided that (a) the terms
of such notes provide for customary subordination of the guarantees of such notes by each Guarantor
to the Obligations (and in any event the terms of such subordination shall be no less favorable to
the Lenders than the terms of the subordination set forth in the New Senior Notes Indenture) and do
not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other
payment prior to six months after the Maturity Date, other than customary offers to purchase upon a
change of control, asset sale or casualty or condemnation event and customary acceleration rights
upon an event of default and (b) the covenants, events of default, guarantees and other terms for
such notes (provided that




34









 




such notes shall have interest rates and redemption premiums determined
by the Board of Directors of the Parent Borrower to be market rates and premiums at the time of
issuance of such notes), taken as a whole, are determined
by the Board of Directors of the Parent Borrower to be market terms on the date of issuance
and in any event are not materially more restrictive on the Parent Borrower and the Restricted
Subsidiaries, or materially less favorable to the Lenders, than the terms of the New Senior Notes
Indenture and do not require the maintenance or achievement of any financial performance standards
other than as a condition to taking specified actions, provided that a certificate of a Responsible
Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence
of such Indebtedness, together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the
Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing
requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Administrative Agent notifies the Parent Borrower within such five Business
Day period that it disagrees with such determination (including a reasonable description of the
basis upon which it disagrees).




          “Permitted Additional Notes Documentation” means any notes, instruments, agreements and other
credit documents governing any Permitted Additional Notes.




          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business
Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Parent
Borrower or any of its Restricted Subsidiaries and another Person.




          “Permitted Discretion” means the Administrative Agent’s commercially reasonable judgment,
exercised in good faith in accordance with customary business practices for comparable asset-based
lending transactions, as to any factor, event, condition or other circumstance arising after the
Closing Date or based on facts not known to the Administrative Agent as of the Closing Date which
the Administrative Agent reasonably determines, with respect to Accounts, (a) will or reasonably
could be expected to adversely affect in any material respect the value of any Eligible Accounts,
the enforceability or priority of the Administrative Agent’s Liens thereon or the amount which the
Administrative Agent, the Lenders or the L/C Issuer would be likely to receive (after giving
consideration to delays in payment and costs of enforcement) in the liquidation of such Eligible
Accounts or (b) evidences that any collateral report or financial information delivered to the
Administrative Agent by any Person on behalf of the Parent Borrower is incomplete, inaccurate or
misleading in any material respect. In exercising such judgment, the Administrative Agent may
consider, without duplication, factors already included in or tested by the definition of Eligible
Accounts (but Reserves may not duplicate the eligibility criteria contained in the definition of
Eligible Accounts), and any other factors arising after the Closing Date that change in any
material respect the credit risk of lending to the Borrowers on the security of the Eligible
Accounts.




          “Permitted Disposition Assets” means (a) the Specified Assets and (b) the assets permitted to
be Disposed of pursuant to clauses (k), (o) and (t) of Section 7.05.




          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of
the Parent Borrower or any direct or indirect parent of the Parent Borrower (to the extent the Net
Cash Proceeds thereof are contributed to the common equity capital of the Parent Borrower), in each
case to the extent not prohibited hereunder and neither in connection with the exercise of the Cure
Right or which is for the funding of costs or expenses referenced in clause (a)(vii) of the
definition of “Consolidated EBITDA”.




          “Permitted Holder” means any Sponsor or Co-Investor; provided that for purposes of determining
ownership by Permitted Holders of Voting Stock of Parent, Co-Investors shall be deemed to own the
lesser of (x) the percentage of the voting power of the Voting Stock of Parent actually owned by
them at such time and (y) 25% of the voting power of the Voting Stock of Parent and shall only be
deemed to be a Permitted Holder to such extent.




          “Permitted Initial Revolving Borrowing Purposes” means (a) one or more Borrowings of Revolving
Credit Loans in an aggregate amount of up to Borrowing Base as of the Closing Date, (i) finance the
Transactions or (ii) finance working capital needs of the Parent Borrower or the Restricted
Subsidiaries and (b) the issuance of Letters of Credit in an aggregate that, taken together with
the Borrowings under clause (a) do not exceed the Borrowing Base as of the Closing Date, (i) in
replacement of, or as a backstop for, letters of credit of the Parent Borrower




35









 




or the Restricted
Subsidiaries outstanding on the Closing Date or (ii) to finance working capital needs of the Parent
Borrower or the Restricted Subsidiaries.




          “Permitted Liens” has the meaning specified in Section 7.01.




          “Permitted Refinancing” means, with respect to any Person, any modification, refinancing,
refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal
amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended
except by an amount equal to unpaid accrued interest and premium thereon plus other
reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such
modification, refinancing, refunding, renewal or extension and by an amount equal to any existing
commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in
respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing,
refunding, renewal or extension has a final maturity date equal to or later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended,
(c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted
pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be
continuing, (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is
Junior Financing or Retained Existing Notes, (i) to the extent such Indebtedness being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations,
such modification, refinancing, refunding, renewal or extension is subordinated in right of payment
to the Obligations on terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended,
(ii) the terms and conditions (including, if applicable, as to collateral but excluding as to
subordination, interest rate and redemption premium) of any such modified, refinanced, refunded,
renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan
Parties or the Lenders than the terms and conditions of the Indebtedness being modified,
refinanced, refunded, renewed or extended, taken as a whole; provided that a certificate of a
Responsible Officer of the Parent Borrower delivered to the Administrative Agent at least five
Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that the Parent Borrower has determined in good faith that
such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such
terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the
Parent Borrower within such five Business Day period that it disagrees with such determination
(including a reasonable description of the basis upon which it disagrees) and (iii) such
modification, refinancing, refunding, renewal or extension is incurred by the Person who is the
obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended and does not
include guarantees by any other Person who is not an obligor of such Indebtedness being modified,
refinanced, refunded, renewed or extended; provided that, notwithstanding this clause (d), so long
as no Default or Event of Default is continuing or would result therefrom, Retained Existing Notes
with a stated final maturity (as of the Closing Date) prior to the Maturity Date may be refinanced
with Indebtedness that constitutes Permitted Additional Notes, and (e) in the case of any Permitted
Refinancing in respect of the
CF Facilities, such Permitted Refinancing is not secured by any
portion of the Collateral except on a junior basis pursuant to one or more security agreements
subject to the Intercreditor Agreement (or another intercreditor agreement containing terms that
are at least as favorable to the Secured Parties as those contained in the Intercreditor
Agreement).




          “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.




          “PIK Interest Amount” means the aggregate principal amount of all increases in outstanding
principal amount of New Senior Toggle Notes and issuances of additional New Senior Toggle Notes or
“PIK Notes” (as defined in any New Senior Notes Indenture or any similar document) in connection
with an election by the Parent Borrower to pay interest in kind




          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA),
other than a Foreign Plan, established, maintained or contributed to by the Parent Borrower or any
Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV
of ERISA, any of their respective ERISA Affiliates.




36









 





          “Platform” has the meaning specified in Section 6.02.




          “Post-Closing Quarter” has the meaning specified in the definition of Fixed Charge Coverage
Ratio.




          “Premier Group” means the Borrowers identified as members of the Premier Group on the
signature page to this Agreement and the Joinder Agreement, including all supplements thereto.




          “primary obligor” has the meaning specified in the definition of “Guarantee.”




          “Principal L/C Issuer” means each of Citibank and Deutsche Bank Trust Company Americas.




          “Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(ii).




          “Pro Forma Financial Statements” has the meaning specified in Section 5.05(a)(ii).




          “Projections” has the meaning specified in Section 6.01(c).




          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a
percentage of such Lender and, carried out to the ninth decimal place), the numerator of which is
the amount of the Commitments of such Lender and the denominator of which is the amount of the
Aggregate Commitments, at such time; provided that, if such Commitments have been terminated, then
the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender
immediately prior to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof.




          “Public Lender” has the meaning specified in Section 6.02.




          “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity
Interests.




          “Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings
of its common Equity Interests in an underwritten primary public offering (other than a public
offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement filed with the SEC in accordance with the Securities Act (whether alone or in connection
with a secondary public offering).




          “Qualified Securitization Financing” means any transaction or series of transactions that may
be entered into by Holdings or any of its direct wholly-owned Subsidiaries, the Parent Borrower or
any of its Restricted Subsidiaries pursuant to which such Person may, directly or indirectly, sell,
convey or otherwise transfer to (a) one or more Securitization Entities or (b) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security interest in, any
Securitization Assets of CCOH or any of its Subsidiaries (other than any assets that have been
transferred or contributed to CCOH or its Subsidiaries by the Parent Borrower or any other
Restricted Subsidiary of the Parent Borrower) that are customarily granted in connection with asset
securitization transactions similar to the Qualified Securitization Financing entered into of a
Securitization Entity that meets the following conditions: (a) the board of directors of the
Parent Borrower shall have determined in good faith that such Qualified Securitization Financing
(including the terms, covenants, termination events and other provisions) is in the aggregate
economically fair and reasonable to the Parent Borrower and the Securitization Entity, (b) all
sales of Securitization Assets and related assets to the Securitization Entity are made at Fair
Market Value, (c) the financing terms, covenants, termination events and other provisions thereof,
including any Standard Securitization Undertakings, shall be market terms (as determined in good
faith by the Parent Borrower), (d) giving effect on a pro forma basis for such Qualified
Securitization Financing in accordance with Section 1.07, for the Test Period immediately preceding
such transaction (i) the Total Leverage Ratio would be less than the lesser of (x) 8.0 to 1.0 and
(y) the Total Leverage Ratio for such Test Period before giving effect to such transaction, (ii)
the Secured Leverage Ratio would be less than the Secured Leverage Ratio for such Test Period
before giving effect to such transaction and (iii) the ratio of Consolidated Total Debt of the
Borrowers and Subsidiary Guarantors to Consolidated EBITDA of the Parent Borrower and its
Restricted Subsidiaries is less than 6.5 to 1.0 and (e) the Administrative Agent shall have
received




37









 




an officers’ certificate of a Responsible Officer of the Parent Borrower certifying that
all of the requirements of clauses (a) through (d) have been satisfied. The grant of a security
interest in any Securitization Assets of the Parent
Borrower or any of the Restricted Subsidiaries (other than a Securitization Entity) to secure
Indebtedness under this Agreement prior to engaging in any securitization transaction shall not be
deemed a Qualified Securitization Financing.




          “Receivables Collateral” means all the “Intercreditor Collateral” as defined in the
Intercreditor Agreement.




          “Receivables Reserves” means, without duplication of any other reserves or items that are
otherwise addressed or excluded through eligibility criteria, such reserves, subject to Section
2.15, as the Administrative Agent in the Administrative Agent’s Permitted Discretion determines as
being appropriate with respect to the determination of the collectability in the ordinary course of
business of Eligible Accounts, including, without limitation, dilution, reconciliation of variances
between the general ledger and the receivables aging, and unapplied cash received.




          “Reference Date” has the meaning specified in the definition of “Available Amount.”




          “Register” has the meaning specified in Section 10.07(d).




          “Related Business Assets” means assets (other than Cash Equivalents) used or useful in a
Similar Business; provided that any assets received by the Parent Borrower or a Restricted
Subsidiary in exchange for assets transferred by the Parent Borrower or a Restricted Subsidiary
shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless
upon the receipt by the Parent Borrower or a Restricted Subsidiary of the securities of such
Person, such Person would become a Restricted Subsidiary.




          “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating
or migrating in, into, onto or through the Environment.




          “Reportable Event” means, with respect to any Plan any of the events set forth in
Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the
thirty (30) day notice period has been waived.




          “Repurchased Existing Notes” means (i) the 7.65% Senior Notes due 2010 of the Parent Borrower
and (ii) the AMFM Notes, in each case to the extent repaid, prepaid, repurchased or defeased on the
Closing Date (or such later date as may be necessary to effect the Debt Repayment contemplated by
any tender offer made on or prior to the Closing Date).




          “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
Loan Notice.




          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the
sum of the (a) Total Outstandings (other than protective advances and with the aggregate amount of
each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Lender for purposes of this definition), and (b)  aggregate unused
Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.




          “Reserves” means all, if any, Availability Reserves, Bank Product Reserves, Receivables
Reserves and any and all other reserves which the Administrative Agent deems necessary in its
Permitted Discretion to maintain with respect to Eligible Accounts that have been established in
accordance with Section 2.15, it being understood that Reserves on the Closing Date shall be equal
to the amount stated as Reserves on the Borrowing Base Certificate delivered to the Administrative
Agent.




38









 








          “Responsible Officer” means the chief executive officer, president, chief operating officer,
chief financial officer, chief accounting officer, or treasurer or other similar officer or Person
performing similar functions of a Loan Party and, as to any document delivered on the Closing Date,
any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Loan Party. Unless otherwise specified, all references in this Agreement to a “Responsible
Officer” shall refer to a Responsible Officer of the Parent Borrower.




          “Restricted Payment” means any direct or indirect dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interest of the Parent Borrower or
any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of
any return of capital to the Parent Borrower’s stockholders, partners or members (or the equivalent
Persons thereof).




          “Restricted Subsidiary” means any Subsidiary of the Parent Borrower other than an Unrestricted
Subsidiary.




          “Restricted Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic
Subsidiary.




          “Restricting Information” has the meaning specified in Section 10.09(a).




          “Retained Existing Notes” means (a) the Parent Borrower’s (i) 4.25% Senior Notes due 2009,
(ii) 4.5% Senior Notes due 2010, (iii) 6.25% Senior Notes due 2011, 4.4% Senior Notes due 2011,
(iv) 5.0% Senior Notes due 2012, (v) 5.75% Senior Notes due 2013, 5.5% Senior Notes due 2014,
(vi) 4.9% Senior Notes due 2015, (vii) 5.5% Senior Notes due 2016, (viii) 6.875% Senior Debentures
due 2018 and (ix) 7.25% Debentures Due 2027 and (b) any 7.65% Senior Notes due 2010 of the Parent
Borrower and 8% Senior Notes due 2008 of AMFM to the extent not repaid, prepaid, repurchased or
defeased on the Closing Date (or such later date as may be necessary to effect the Debt Repayment
contemplated by any tender offer made on or prior to the Closing Date) (the “Retained Existing
Notes” and, together with the Repurchased Existing Notes, the “Existing Notes”).




          “Retained Existing Notes Indenture” means the Senior Indenture dated as of October 1, 1997
among the Parent Borrower and The Bank of New York, as trustee (with The Bank of New York Trust
Company, N.A. as current trustee), as supplemented by the Second Supplemental Indenture dated as of
June 16, 1998, as further supplemented by the Third Supplemental Indenture dated as of June 16,
1998, as further supplemented by the Eleventh Supplemental Indenture dated as of January 9, 2003,
as further supplemented by the Twelfth Supplemental Indenture dated as of March 17, 2003, as
further supplemented by the Thirteenth Supplemental Indenture dated as of May 1, 2003, as further
supplemented by the Fourteenth Supplemental Indenture dated as of May 21, 2003, as further
supplemented by the Sixteenth Supplemental Indenture dated as of December 9, 2003, as further
supplemented by the Seventeenth Supplemental Indenture dated as of September 20, 2004, as further
supplemented by the Eighteenth Supplemental Indenture dated as of November 22, 2004, as further
supplemented by the Nineteenth Supplemental Indenture dated as of December 16, 2004, as further
supplemented by the Twentieth Supplemental Indenture dated as of March 21, 2006 and as further
supplemented by the Twenty-first Supplemental Indenture dated as of August 15, 2006, as may be
amended, supplemented or modified from time to time.




          “Retained Existing Notes Indenture Debt” means “Debt” under (and as defined in) the Retained
Existing Notes Indenture.




          “Retained Existing Notes Indenture Restricted Subsidiary” means any Restricted Subsidiary that
is not an “Unrestricted Subsidiary” under (and as defined in) the Retained Existing Notes
Indenture.




          “Retained Existing Notes Indenture Sale-Leaseback Transaction” means any “Sale-Leaseback
Transaction” under (and as defined in) the Retained Existing Notes Indenture.




39









 








          “Retained Existing Notes Indenture Unrestricted License Subsidiary” means any License
Subsidiary that (a) is created or acquired after the Closing Date and (b) constitutes an
“Unrestricted Subsidiary” under (and as defined in) the Retained Existing Notes Indenture.




          “Revolving Commitment Increase” shall have the meaning specified in Section 2.14(a).




          “Revolving Commitment Increase Lender” has the meaning specified in Section 2.14(a).




          “Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the
same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each
of the Revolving Credit Lenders pursuant to Section 2.01(b).




          “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to
(a) make Revolving Credit Loans to the Parent Borrower pursuant to Section 2.01(b), (b) purchase
participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth, and opposite such Lender’s name on Schedule 1.01F under the caption
“Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit
Lenders on the Closing Date shall be equal to $1,000,000,000 less the Tranche A Term Loan Backstop
Amount, as such amount may be adjusted from time to time in accordance with the terms of this
Agreement, including pursuant to any applicable Revolving Commitment Increase.




          “Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the
Outstanding Amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share
of the L/C Obligations and the Swing Line Obligations at such time.




          “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit
Commitments at such time.




          “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.




          “Revolving Credit Loan” has the meaning specified in Section 2.01(b).




          “Revolving Credit Note” means a promissory note of the Borrowers payable to any Revolving
Credit Lender or its registered assigns, in substantially the form of Exhibit C hereto,
evidencing the aggregate Indebtedness of the Borrowers to such Revolving Credit Lender resulting
from the Revolving Credit Loans made by such Revolving Credit Lender.




          “Rollover Equity” means the value of all Equity Interests of existing shareholders (including
management) of the Parent Borrower (prior to giving effect to the Merger) that are converted into
Equity Interests of Parent (valued based upon the cash consideration payable in the Merger) in
connection with the Merger and the value of all Equity Interests of Parent issued to or otherwise
directly or indirectly acquired by, any existing shareholders and management of the Parent Borrower
(prior to giving effect to the Merger) in connection with the Transactions.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor thereto.




          “Same Day Funds” means, with respect to disbursements and payments in Dollars, immediately
available funds.




          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding
to any of its principal functions.




40









 








          “Secured Cash Management Obligation” means any Cash Management Obligations designated by the
Parent Borrower in writing to the Administrative Agent as “Secured Cash Management Obligations”
which will thereby become Obligations hereunder and under the Security Agreement.




          “Secured Hedge Agreement” means any Swap Contract permitted under Section 7.03(f) that is
entered into by and between any Loan Party or any Subsidiary and any Hedge Bank and designated in
writing by the Parent Borrower to the Administrative Agent as a “Secured Hedge Agreement.”




          “Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated
Secured Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Parent
Borrower for such Test Period.




          “Secured Parties” means, collectively, the Administrative Agent, the Lenders, each Hedge Bank,
each Cash Management Bank, the Supplemental Administrative Agent and each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).




          “Securities Act” means the Securities Act of 1933.




          “Securitization Assets” means any properties, assets and revenue streams associated with the
Americas Outdoor Advertising segment of the Parent Borrower and its Subsidiaries that are subject
to a Qualified Securitization Financing and the proceeds thereof.




          “Securitization Entity” means a Restricted Subsidiary or direct or indirect wholly-owned
Subsidiary of Holdings (other than the Parent Borrower), or another Person formed for the purposes
of engaging in a Qualified Securitization Financing in which Holdings or any of its direct or
indirect wholly-owned Subsidiaries, makes an Investment and to which the Parent Borrower or any of
its Restricted Subsidiaries, directly or indirectly, sells, conveys or otherwise transfers
Securitization Assets and related assets that engages in no activities other than in connection
with the ownership and financing of Securitization Assets, all proceeds thereof and all rights
(contingent and other), collateral and other assets relating thereto, and any business or
activities incidental or related to such business, and which is designated by the board of
directors of the Parent Borrower or such other Person as provided below) as a Securitization Entity
and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which
(i) is guaranteed by Holdings, the Parent Borrower or any other Subsidiary of Holdings, other than
another Securitization Entity (excluding guarantees of obligations (other than the principal of,
and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse
to or obligates Holdings, the Parent Borrower or any other Subsidiary of the Parent Borrower, other
than another Securitization Entity, in any way other than pursuant to Standard Securitization
Undertakings or (iii) subjects any property or asset of Holdings, the Parent Borrower or any other
Subsidiary of the Parent Borrower, other than another Securitization Entity, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which none of Holdings, the Parent Borrower or any other
Subsidiary of the Parent Borrower, other than another Securitization Entity, has any material
contract, agreement, arrangement or understanding other than on terms which the Parent Borrower
reasonably believes to be no less favorable to Holdings, the Parent Borrower or such Subsidiary
than those that might be obtained at the time from Persons that are not Affiliates of the Parent
Borrower, (c) to which none of Holdings, the Parent Borrower or any other Subsidiary of the Parent
Borrower, other than another Securitization Entity, has any obligation to maintain or preserve such
entity’s financial condition or cause such entity to achieve certain levels of operating results,
and (d) if such Securitization Entity is not a Restricted Subsidiary of the Parent Borrower, (i)
to the extent permitted by the terms of the Qualified Securitization Financing, Holdings shall have
pledged the Equity Interests of such Securitization Entity to the Administrative Agent and the
Administrative Agent shall be reasonably satisfied that the Obligations shall have been secured by
a first priority security interest in such Equity Interests and Holdings shall not permit any other
Liens on such Equity Interests and (ii) Holdings shall not transfer any Equity Interests in such
Securitization Entity to any other Person (other than to Holdings or any of its direct or indirect
wholly-owned Subsidiaries) and shall not permit such Securitization Entity to issue any additional
Equity Interests (other than to Holdings or any of its direct or indirect wholly-owned
Subsidiaries). Any such designation by the board of directors of the Parent Borrower or such other
Person shall be evidenced to the Administrative Agent by the delivery to the Administrative Agent
of a certified copy of the resolution of the board of directors of the Parent Borrower, or such
other Person giving effect to such designation




41









 




and a certificate executed by a Responsible Officer certifying that such designation complied
with the foregoing conditions.




          “Securitization Fees” means distributions or payments made directly or by means of discounts
with respect to any participation interest issued or sold in connection with, and other fees paid
to a Person that is not a Securitization Entity in connection with, any Qualified Securitization
Financing.




          “Securitization Repurchase Obligation” means any obligation of a seller of Securitization
Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a
result of a breach of a Standard Securitization Undertaking, including as a result of a receivable
or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any
kind as a result of any action taken by any failure to take action by or any other event relating
to the seller.




          “Security Agreements” means the ABL Receivables Pledge and Security Agreement executed by the
Loan Parties, substantially in the form of Exhibit G, together with each other Security
Agreement Supplement executed and delivered pursuant to Section 6.11.




          “Security Agreement Supplement” has the meaning specified in the Security Agreements.




          “Similar Business” means any business conducted or proposed to be conducted by the Parent and
its subsidiaries on the Closing Date or any business that is similar, reasonably related,
incidental or ancillary thereto.




          “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that
on such date (a) the fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the present fair salable value
of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital. The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.




          “SPC” has the meaning specified in Section 10.07(h).




          “Specified Assets” means assets used in the operation of the NCR Stations.




          “Specified Date” means March 27, 2008.




          “Specified Equity Contribution” means any cash capital contributions (other than any Cure
Amount, other than any contribution increasing the Available Amount pursuant to clause (c) of the
definition thereof and other than any amount funded for any cost or expense referenced in clause
(a)(vii) of the definition of “Consolidated EBITDA”) or Net Cash Proceeds from Permitted Equity
Issuances (other than the Equity Contribution) received by the Parent Borrower (or any direct or
indirect parent thereof and contributed by such parent as common equity capital to the Parent
Borrower) and certified by a Responsible Officer as a Specified Equity Contribution concurrently
with such contribution or issuance.




          “Specified L/C Sublimit” means, with respect to any L/C Issuer, (i) in the case of Citibank
(or any of its Affiliates), 50% of the L/C Sublimit, (ii) in the case of Deutsche Bank Trust
Company Americas (or any of its Affiliates), 50% of the L/C Sublimit and (iii) in the case of any
other L/C Issuer, 100% of the L/C Sublimit, or in each case such lower percentage as is specified
in the agreement pursuant to which such Person becomes an L/C Issuer entered into pursuant to
Section 2.03(l) hereof.




          “Specified Transaction” means any Investment that results in a Person becoming a Restricted
Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results
in a Restricted




42









 




Subsidiary ceasing to be a Subsidiary of the Parent Borrower or any Disposition of a business
unit, line of business or division of the Parent Borrower or a Restricted Subsidiary, in each case
whether by merger, consolidation, amalgamation or otherwise.




          “Sponsor” means any of Bain Capital LLC and Thomas H. Lee Partners L.P. and any of their
respective Affiliates and funds or partnerships managed or advised by any or both of them or their
respective Affiliates but not including, however, any portfolio company of any of the foregoing.




          “Sponsor Management Agreement” means the Amended and Restated Management Agreement,
substantially in the form delivered to the Arrangers on or prior to the date hereof, between
certain of the management companies associated with the one or more of the Sponsors or their
advisors, the Parent Borrower (as successor by merger to Merger Sub), T Triple Crown Finco, LLC, B
Triple Crown Finco, LLC and Parent, as amended, supplemented, amended and restated, replaced or
otherwise modified from time to time; provided, however, that the terms of any such amendment,
supplement, amendment and restatement or replacement agreement are not, taken as a whole, less
favorable to the Lenders in any material respect than the agreement in the form delivered to the
Arrangers on or prior to the date hereof.




          “Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement
of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a
Change of Control or the completion of a Qualifying IPO.




          “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by Holdings (or any direct or indirect parent company of Holdings) or any
of its Subsidiaries that the Parent Borrower has determined in good faith to be customary in a
Securitization Financing.




          “Stations” means all radio and television broadcast stations owned by the Parent Borrower or
any of its Restricted Subsidiaries.




          “Sterling” and the sign “£” each mean the lawful money of the United Kingdom.




          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity (excluding, for the avoidance of doubt, charitable foundations) of
which a majority of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent
Borrower.




          “Subsidiary Borrowers” means each of the Persons listed on Schedule 1.01A that is a party
hereto as of the Closing Date and each Material Domestic Subsidiary that becomes a party to this
Agreement as a Borrower after the Closing Date pursuant to Section 6.11 or otherwise.




          “Subsidiary Guarantee” has the meaning specified in the definition of “Collateral and
Guarantee Requirement.”




          “Subsidiary Guarantors” has the meaning specified in the definition of “Collateral and
Guarantee Requirement.”




          “Successor Parent Borrower” has the meaning specified in Section 7.04(d).




          “Supermajority Lenders” means, as of any date of determination, (a) Lenders having more than
66-2/3% of the sum of the Aggregate Commitments at such date or (b) if the Aggregate Commitments
have been terminated, Lenders having or holding at least 66-2/3% of the Total Outstandings at such
date, provided that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Supermajority Lenders.




43









 








          “Supplemental Administrative Agent” has the meaning specified in Section 9.14 and
“Supplemental Administrative Agents” shall have the corresponding meaning.




          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.




          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).




          “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.




          “Swing Line Facility” means the revolving credit sub-facility made available by the Swing Line
Lender pursuant to Section 2.04.




          “Swing Line Lender” means Citibank, in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.




          “Swing Line Loan” has the meaning specified in Section 2.04(a).




          “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B.




          “Swing Line Obligations” means, as at any date of determination, the aggregate Outstanding
Amount of all Swing Line Loans outstanding.




          “Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the
aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not
in addition to, the Revolving Credit Commitments.




          “Syndication Agents” means Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding
Inc., each in its capacity as a Syndication Agent under this Agreement.




          “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such
other payment system (if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.




          “Taxes” has the meaning specified in Section 3.01(a).




44









 








          “Tender Offers” means one or more tender offers and consent solicitations but the Parent
Borrower and AMFM to repurchase the Parent Borrower’s outstanding 7.65% Senior Notes Due 2010 and
the outstanding AMFM Notes.




          “Termination Date” has the meaning specified in Section 4.01.




          “Test Period” in effect at any time means the most recent period of four consecutive fiscal
quarters of the Parent Borrower ended on or prior to such time in respect of which financial
statements for each quarter or fiscal year in such period have been or are required to be delivered
pursuant to Section 6.01(a) or (b); provided that, prior to the first date that financial
statements have been or are required to be delivered pursuant to Section 6.01(a) or (b), the Test
Period in effect shall be the period of four consecutive fiscal quarters of the Parent Borrower
ended September 30, 2008. A Test Period may be designated by reference to the last day thereof
(i.e., the “December 31, 2007 Test Period” refers to the period of four consecutive fiscal quarters
of the Parent Borrower ended December 31, 2007), and a Test Period shall be deemed to end on the
last day thereof.




          “Threshold Amount” means $100,000,000.




          “Total Assets” means the total assets of the Parent Borrower and the Restricted Subsidiaries
on a consolidated basis, as shown on the most recent balance sheet of the Parent Borrower delivered
pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so
delivered pursuant to Section 6.01(a) or (b), the Pro Forma Financial Statements.




          “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated
Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower
for such Test Period.




          “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.




          “Tranche A Term Loan Backstop Amount” means the excess, if any, of (i) $750,000,000 over (ii)
the aggregate principal amount of the initial borrowing hereunder on the Closing Date.




          “Transaction Expenses” means any fees or expenses incurred or paid by Holdings or any of its
Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents.




          “Transactions” means, collectively, (a) the Equity Contribution, (b) the Merger, (c) the
issuance of the New Senior Notes, (d) the funding of the Initial Revolving Borrowing on the Closing
Date, (e) the funding of the CF Facilities on the Closing Date, if any, (f) the repayment of the
Existing Credit Agreement on the Closing Date, (g) the consummation of the Tender Offers on or
after the Closing Date, (h) the consummation of any other transactions in connection with the
foregoing and (i) the payment of the fees and expenses incurred in connection with any of the
foregoing.




          “Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan
or a Eurocurrency Rate Loan.




          “Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof
as the same may from time to time be in effect in the State of New York or the Uniform Commercial
Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to
the extent it may be required to apply to any item or items of Collateral.




          “United States” and “U.S.” mean the United States of America.




          “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).




45









 








          “Unrestricted Subsidiary” means (a) any Subsidiary of the Parent Borrower designated by the
board of directors of the Parent Borrower as an Unrestricted Subsidiary pursuant to Section 6.14
subsequent to the date hereof, (b) any Securitization Entity and (c) any Subsidiary of an
Unrestricted Subsidiary, in each case, until such Person ceases to be an Unrestricted Subsidiary of
the Parent Borrower in accordance with Section 6.14 or ceases to be a Subsidiary of the Parent
Borrower.




          “Unused Amount” means, on any day the aggregate Revolving Credit Commitments then in effect
minus the aggregate of the then outstanding Revolving Credit Exposures, provided that the Unused
Amount shall never be less than zero.




          “USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed
into law October 26, 2001)), as amended or modified from time to time.




          “Voting Stock” means, with respect to any Person, any class or classes of Equity Interests
pursuant to which the holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the board of directors of such Person.




          “Weekly Monitoring Event” means (i) an Event of Default has occurred and is continuing or (ii)
the Borrowers have failed to maintain (a) Excess Availability of at least $50,000,000 for fifteen
(15) consecutive calendar days or (b) Aggregate Excess Availability of at least 10% of the
Borrowing Base for five (5) consecutive Business Days, and the Administrative Agent has notified
the Parent Borrower thereof. For purposes of this Agreement, the occurrence of a Weekly Monitoring
Event shall be deemed continuing at the Administrative Agent’s option until (x) if the Weekly
Monitoring Event arises under clause (i) above, so long as such Event of Default is continuing, or
(y) if the Weekly Monitoring Event arises as a result of the Borrowers’ failure to achieve (A)
Excess Availability as required by clause (ii)(a), until Excess Availability has exceeded at least
$50,000,000 or (B) Aggregate Excess Availability as required by clause (ii)(b), until Aggregate
Excess Availability has exceeded at least 10% of the Borrowing Base, in each case for thirty (30)
consecutive days, in which case a Weekly Monitoring Event shall no longer be deemed to be
continuing for purposes of this Agreement; provided that a Weekly Monitoring Event shall be deemed
continuing (even if Excess Availability exceeds the required amount for thirty (30) consecutive
days) at all times in any four fiscal quarter period after a Weekly Monitoring Event has occurred
and been discontinued on two occasions in such four fiscal quarter period; provided further that,
notwithstanding the foregoing, it is agreed that a Weekly Monitoring Event shall not be deemed to
have occurred and be continuing as a result of the Loans made on the Closing Date unless and until
additional Loans are made or Letters of Credit are issued hereunder and a Weekly Monitoring Event
subsequently occurs.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment by (ii) the then outstanding principal amount of such Indebtedness.




          “wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person
all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and
(y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such
Person and/or by one or more wholly-owned Subsidiaries of such Person.




          “Withdrawal Liability” means the liability of a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.




          SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document:




46









 





          (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.




          (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.





     (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which
such reference appears.




     (iii) The term “including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced,
whether in physical or electronic form.



          (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”;
and the word “through” means “to and including.”




          (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.




          (e) The word “or” is not exclusive.




          SECTION 1.03. Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, applied in a manner consistent with that used in preparing the Annual Financial
Statements, except as otherwise specifically prescribed herein.




          SECTION 1.04. Rounding. Any financial ratios required to be satisfied in order for a specific action to be
permitted under this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).




          SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Law.




          SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight or standard, as applicable).




          SECTION 1.07. Pro Forma Calculations.




          (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total
Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by
this Section.




          (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes,
guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions
of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other
than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of
business for working capital purposes), subsequent to the end




47









 




of the Test Period for which the
Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but
prior to or simultaneously with the event for which the calculation of any such ratio is made, then
the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of
Indebtedness, as if the same had occurred on the last day of the applicable Test Period.




          (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the
Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or
any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test
Period and prior to or simultaneously with the event for which the calculation of any such ratio is
made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and
the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the
applicable Test Period. If since the beginning of any such Test Period any Person that
subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into
the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period
shall have made any Specified Transaction that would have required adjustment pursuant to this
Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving
pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning
of the applicable Test Period.




          (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes,
guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions
of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any
revolving credit facility in the ordinary course of business for working capital purposes) or
issues or redeems Disqualified Equity Interests, subsequent to the commencement of the Test Period
but prior to or simultaneously with the event for which the calculation of the Fixed Charge
Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or
extinguishment of Indebtedness or such issuance or redemption of Disqualified Equity Interests, as
if the same had occurred on the first day of the applicable Test Period.




          (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the
event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable
rate for the entire period (taking into account any hedging obligations applicable to such
Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by a responsible financial or accounting officer of the Company to be
the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor
of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be
determined to have been based upon the rate actually chosen, or if none, then based upon such
optional rate chosen as the Parent Borrower may designate.




          (f) Notwithstanding the foregoing, when calculating the Total Leverage Ratio for purposes of,
the definition of “Applicable Rate”, the events described in Sections 1.07(b) and 1.07(c) above
that occurred subsequent to the end of the Test Period shall not be given pro forma effect.




          (g) Whenever pro forma effect is to be given to a Specified Transaction (other than the
Transactions), the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost
savings, operating expense reductions and
synergies resulting from such Specified Transaction (other than the Transactions) which is
being given pro forma effect that have been or are expected to be realized and shall be certified
in an officers’ certificate by such responsible financial or accounting officer delivered to the
Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually
supportable, (B) actions to realize such amounts are taken within 12 months after the date of such
Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent
duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with
respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio
for purposes of the definition of “Applicable Rate” shall not include any cost savings, operating
expense reductions or synergies that have not been actually realized.




48









 





ARTICLE II




The Commitments and Credit Extensions




          SECTION 2.01. The Loans.




          (a) [Reserved]




          (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans to the Borrowers in Dollars as elected by the Parent
Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on
any Business Day after the Closing Date until the Maturity Date (provided that each Lender agrees
to make loans in an aggregate amount not exceeding its Pro Rata Share of the Initial Revolving
Borrowing on the Closing Date), in an aggregate amount not to exceed at any time outstanding the
amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any
Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any
Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all
Swing Line Loans, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Protective Advances shall not exceed such Lender’s
Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and
subject to the other terms and conditions hereof, the Borrowers may borrow under this
Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving
Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Within
the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01(b), and reborrow under this
Section 2.01(b) (provided that, in each such case, such Revolving Credit Loans shall not, after
giving effect thereto and to the application of the proceeds thereof, result at such time in the
aggregate Revolving Credit Exposures’ exceeding the lesser of (x) the Borrowing Base and (y) the
Aggregate Commitments, in each case as then in effect (subject to Section 2.01(c)); and the
Borrowers may prepay under Section 2.05.




          (c) Subject to the limitations set forth below (and notwithstanding anything to the contrary
in Section 2.01(b) or in Article IV), the Administrative Agent is authorized by the Borrowers and
the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have
absolutely no obligation), to make Revolving Credit Loans denominated in Dollars that are Base Rate
Loans on behalf of all Lenders to the Borrowers, at any time that any condition precedent set forth
in Article IV has not been satisfied or waived, which the Administrative Agent, in its Permitted
Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion
thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and
other Obligations (each such loan, a “Protective Advance”). Any Protective Advance may be made in
a principal amount that would cause the aggregate amount of the Lenders’ Revolving Credit Exposures
to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that,
after giving effect to such Protective Advance (together with the outstanding principal amount of
any outstanding Protective Advances) the aggregate principal amount of all Protective Advances
outstanding hereunder would exceed 5.0% of the Borrowing Base as determined on the date of such
proposed Protective Advance; provided further that the aggregate principal amount of all
outstanding Protective Advances plus the aggregate Revolving Credit Exposures at such time shall
not exceed the Aggregate Commitments as then in effect. Each Protective Advance shall be secured
by the Liens in favor of the Administrative Agent on behalf of the Secured Parties in and to the
Collateral and shall constitute Obligations hereunder. No Protective Advance shall be outstanding after the earlier of (x) 20 Business Days
after the date on which it was made or (y) the date on which the Required Lenders instruct the
Administrative Agent to cease making Protective Advances. The Administrative Agent’s authorization
to make Protective Advances may be revoked at any time by the Required Lenders. Any such
revocation must be in writing and will become effective prospectively upon the Administrative
Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate
the Administrative Agent to make any Protective Advance on any other occasion and under no
circumstance shall the Borrowers have the right to require that a Protective Advance be made. At
any time that the conditions precedent set forth in Article IV have been satisfied or waived, the
Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective
Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk
participations described in Section 2.01(d).




49









 





          (d) Upon the making of a Protective Advance by the Administrative Agent (whether before or
after the occurrence of a Default or an Event of Default), each Lender shall be deemed, without
further action by any party hereto, unconditionally and irrevocably to have purchased from the
Administrative Agent, without recourse or warranty, an undivided interest and participation in such
Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which
any Lender is required to fund its participation in any Protective Advance purchased hereunder, the
Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all
payments of principal and interest and all proceeds of Collateral received by the Administrative
Agent in respect of such Protective Advance.




          SECTION 2.02. Borrowings, Conversions and Continuations of Loans.




          (a) Each Revolving Credit Borrowing (other than Swing Line Borrowings with respect to which
this Section 2.02 shall not apply) made after the Closing Date, each conversion of Revolving Credit
Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Parent Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent (i) not later than 12:00
noon (New York, New York time) three (3) Business Days prior to the requested date of any Borrowing
or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency
Rate Loans and (ii) not later than 12:00 noon on the requested date of any Borrowing of Base Rate
Loans. Each telephonic notice by the Parent Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of the amount of $500,000 in excess thereof. Except as provided in
Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether the Parent Borrower is
requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to
the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Parent Borrower fails to specify a Type of Loan
in a Committed Loan Notice or fails to give a timely notice requesting a conversion or
continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day
of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If
the Parent Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one (1) month. Notwithstanding the foregoing, until the
date which is six months after the Closing Date (unless otherwise agreed by the Administrative
Agent), all Eurocurrency Rate Loans may not have an Interest Period in excess of one (1) month. No
notice shall be required in respect of the initial Credit Extensions made on the Closing Date,
however, the Parent Borrower will use commercially reasonable efforts to deliver a Borrowing Base
Certificate to the Administrative Agent on or before the Closing Date.




          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Share of the Loans, and if no timely notice of a
conversion or continuation is provided by the Parent Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans. In the case of each
Borrowing, each Appropriate Lender shall make the amount of its Loan available to the
Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the respective
currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, in each case on
the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is on the Closing Date,
Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers
in like funds as received by the Administrative Agent either by (i) crediting the account of the
Parent Borrower (on behalf of the Borrowers) on the books of the Administrative Agent with the
amount of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent by the Parent
Borrower; provided that if, on the date the Committed Loan Notice with respect to a Borrowing under
a Revolving Credit Facility is given by the Parent Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing shall be




50









 




applied, first, to the payment in full of any such L/C
Borrowings and second, to the Parent Borrower (on behalf of the Borrowers) as provided above.




          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the
existence of an Event of Default, the Administrative Agent or the Required Lenders may require that
no Loans may be converted to or continued as Eurocurrency Rate Loans.




          (d) The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of
such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall
be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Parent Borrower and the Lenders of any change in the
Administrative Agent’s prime rate used in determining the Base Rate promptly following the public
announcement of such change.




          (e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving
Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the
same Type, there shall not be more than thirty (30) Interest Periods in effect unless otherwise
agreed between the Parent Borrower and the Administrative Agent.




          (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall
not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the
Loan to be made by such other Lender on the date of any Borrowing.




          (g) Unless the Administrative Agent shall have received notice from a Lender prior to the date
of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made
such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrowers on such date a corresponding amount. If the
Administrative Agent shall have so made funds available, then, to the extent that such Lender shall
not have made such Pro Rata Share available to the Administrative Agent, each of such Lender and
each Borrower severally agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is made
available to the Borrowers until the date such amount is repaid to the Administrative Agent at
(i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising
such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative,
processing, or similar fees customarily charged by the Administrative Agent in accordance with the
foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any
amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If
the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the Borrowers (to the
extent such amount is covered by interest paid by such Lender) the amount of such interest paid by
the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim
such Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




          SECTION 2.03. Letters of Credit.




          (a) The Letter of Credit Commitments.





     (i) Subject to the terms and conditions set forth herein, (A)(1) each L/C Issuer
agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in
this Section 2.03, (x) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the
account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of
any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously
issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the



51









 






Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in
Letters of Credit issued pursuant to this Section 2.03; provided that L/C Issuers shall not
be obligated to make L/C Credit Extensions with respect to Letters of Credit, and Lenders
shall not be obligated to participate in Letters of Credit if, as of the date of the
applicable Letter of Credit, (x) the Revolving Credit Exposure of any Lender would exceed
such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of all L/C
Obligations would exceed the L/C Sublimit; provided, further, that no Letter of Credit shall
be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount
of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable
Specified L/C Sublimit of such L/C Issuer then in effect. Each request by the Parent
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Parent Borrower that the L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent
Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed.




     (ii) An L/C Issuer shall not issue any Letter of Credit if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit
would occur more than twelve months after the date of issuance or last renewal, unless
otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion;
or




     (B) the expiry date of such requested Letter of Credit would occur after the applicable
Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved
such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such
requested Letter of Credit has been Cash Collateralized.




     (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit,
or any Law applicable to such L/C Issuer or any directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall
prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with
respect to such Letter of Credit any restriction, reserve or capital requirement (for which
such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated
hereunder);




     (B) the issuance of such Letter of Credit would violate one or more policies of such
L/C Issuer applicable to letters of credit generally; or




     (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such
Letter of Credit is to be denominated in a currency other than Dollars.




     (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer
shall have all of the benefits and immunities (A) provided to the Administrative Agent in
Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term



52









 






“Administrative
Agent” as used in Article IX included such L/C Issuer with respect to such acts or
omissions, and (B) as additionally provided herein with respect to the L/C Issuers.



          (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
Credit.





     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Parent Borrower delivered to an L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by
a Responsible Officer of the Parent Borrower. Such Letter of Credit Application must be
received by the relevant L/C Issuer and the Administrative Agent not later than 12:00 noon
at least two (2) Business Days prior to the proposed issuance date or date of amendment, as
the case may be; or, in each case, such later date and time as the relevant L/C Issuer may
agree in a particular instance in its sole discretion. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in
form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the
amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary
thereof; (e) the documents to be presented by such beneficiary in case of any drawing
thereunder; (f) the full text of any certificate to be presented by such beneficiary in case
of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may
reasonably request. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the
proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably
request.




     (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from the
Parent Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a
copy thereof. Unless the relevant L/C Issuer has received written notice from any Revolving
Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior
to the requested date of issuance or amendment of the applicable Letter of Credit, that one
or more applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Parent Borrower (or the applicable
Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon
the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Pro Rata Share times the amount of such Letter of Credit.




     (iii) If the Parent Borrower so requests in any applicable Letter of Credit
Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has
automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any
such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such
renewal at least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed
upon by the relevant L/C Issuer and the Parent Borrower at the time such Letter of Credit is
issued. Unless otherwise directed by the relevant L/C Issuer, the Parent Borrower shall not
be required to make a specific request to the relevant L/C Issuer for any such renewal.
Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be
deemed to have authorized (but may not require) the relevant L/C Issuer to permit the
renewal of such Letter of Credit at any time until an expiry date not later than the
applicable Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not
permit any such renewal if (A) the relevant L/C Issuer has determined that it would not be
permitted, or would have no obligation at such time to issue such Letter of Credit in its
renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or
in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice
Date from the Administrative Agent or any Revolving Credit Lender, or the Parent Borrower
that one or more of the applicable conditions specified in Section 4.02 is not then
satisfied.



53









 






     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the
relevant L/C Issuer will also deliver to the Parent Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.




     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the
Parent Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the
third Business Day following the date of any payment by any L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the Borrowers shall reimburse such L/C Issuer in
an amount equal to the amount of such drawing and in the applicable currency. If the
Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall
promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed
drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata
Share thereof. In such event, (x) in the case of an Unreimbursed Amount under a Letter of
Credit, the Parent Borrower (on behalf of the Borrowers) shall be deemed to have requested a
Revolving Credit Borrowing of Base Rate Loans and to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the
amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate
Lenders, and subject to the conditions set forth in Section 4.02 (other than the delivery of
a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent
pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.




     (ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer)
shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the relevant L/C Issuer at the Administrative
Agent’s Office for payments in an amount equal to its Pro Rata Share of any Unreimbursed
Amount in respect of a Letter of Credit not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent (which may be the same Business Day
such notice is provided if such notice is provided prior to 12:00 noon), whereupon, subject
to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds
available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to
the Borrowers in such amount. The Administrative Agent shall remit the funds so received to
the relevant L/C Issuer.




     (iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is
not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the
Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in
the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at the Default
Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for
the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03.




     (iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn
under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such
amount shall be solely for the account of the relevant L/C Issuer.




     (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the relevant L/C Issuer, the Borrowers or any
other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or
(C) any other occurrence, event or condition, whether or not similar to any of



54









 






the foregoing; provided that each Revolving Credit Lender’s obligation to make
Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by the Parent Borrower of a Committed Loan
Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation
of the Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by
such L/C Issuer under any Letter of Credit, together with interest as provided herein.




     (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the relevant L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to such L/C Issuer at a rate per annum equal to the applicable
Overnight Rate from time to time in effect plus any administrative, processing or similar
fees customarily charged by such L/C Issuer in connection with the foregoing. A certificate
of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the
Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall
be conclusive absent manifest error.




     (d) Repayment of Participations.




     (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit
and has received from any Appropriate Lender such Lender’s L/C Advance in respect of such
payment in accordance with this Section 2.03(c), the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Parent Borrower or otherwise, including proceeds
of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent
will distribute to such Appropriate Lender its Pro Rata Share thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of an L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section 10.06 (including pursuant to any settlement entered into
by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the
Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand
of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. The Obligations of the Revolving Credit Lenders
under this clause (d)(ii) shall survive the payment in full of the Obligations and the
termination of this Agreement.



          (e) Obligations Absolute. The obligation of the Borrowers to reimburse the relevant L/C
Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing
shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the following:





     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Parent Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the relevant L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of
Credit or any agreement or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;



55









 






     (iv) any payment by the relevant L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for
the benefit of creditors, liquidator, receiver or other representative of or successor to
any beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law;




     (v) any exchange, release or nonperfection of any Collateral, or any release or
amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for
all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or




     (vi) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Loan Party;


provided that the foregoing shall not excuse any L/C Issuer from liability to the Parent Borrower
to the extent of any direct damages (as opposed to punitive or consequential damages or lost
profits, claims in respect of which are waived by the Parent Borrower to the extent permitted by
applicable Law) suffered by the Parent Borrower that are caused by acts or omissions of such L/C
Issuer constituting gross negligence or willful misconduct on the part of such L/C Issuer.




          (f) Role of L/C Issuers. Each Lender and the Parent Borrower agree that, in paying any
drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document. None of the L/C
Issuers, any Agent-Related Person nor any of the respective correspondents, participants or
assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) a problem with the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Issuer Document. The Parent Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided that this assumption is not intended to, and shall not,
preclude the Parent Borrower’s pursuing such rights and remedies as it may have against the
beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any
Agent-Related Person, nor any of the respective correspondents, participants or assignees of any
L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through
(iii) of this Section 2.03(f); provided that anything in such clauses to the contrary
notwithstanding, the Parent Borrower may have a claim against an L/C Issuer, and such L/C Issuer
may be liable to the Parent Borrower, to the extent, but only to the extent, of any direct, as
opposed to lost profits or punitive or consequential damages suffered by the Parent Borrower that
were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s
willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C
Issuer may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary, and no L/C Issuer
shall be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.




          (g) Cash Collateral. If (i) any Event of Default occurs and is continuing and the Required
Lenders require the Borrowers to Cash Collateralize its L/C Obligations pursuant to
Section 8.02(c), (ii) an Event of Default set forth under Section 8.01(f) occurs and is continuing
or (iii) for any reason, any Letter of Credit is outstanding at the time of termination of the
Revolving Credit Commitments and a backstop letter of credit that is satisfactory to the relevant
L/C Issuer in its sole discretion is not in place, then the Borrowers shall Cash Collateralize the
then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount
determined as of the date of such Event of Default), and shall do so not later than 2:00 p.m. on
(x) in the case of the immediately preceding clause (i) or (iii), (1) the Business Day that the
Parent Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon
or (2) if clause (1) above does not apply, the Business Day immediately following




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 the day that the Parent Borrower receives such notice and (y) in the case of the
immediately preceding clause (ii), the Business Day on which an Event of Default set forth under
Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately
succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Appropriate
Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash
Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the
Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby
grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit
Lenders, a security interest in all such cash, deposit accounts and all balances therein and all
proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the
Administrative Agent and may be invested in Cash Equivalents selected by the Administrative Agent
in its sole discretion. Upon the drawing of any Letter of Credit for which funds are on deposit as
Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to
reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the
then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and
is continuing, the excess shall be refunded to the Borrowers. In the case of clause (i) or (ii)
above, if such Event of Default is cured or waived and no other Event of Default is then occurring
and continuing, the amount of any Cash Collateral shall be refunded to the Borrowers.




          (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the relevant L/C
Issuer and the Parent Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of Commerce at the
time of issuance, shall apply to each commercial Letter of Credit.




          (i) Letter of Credit Fees. The Borrowers, jointly and severally, shall pay to the
Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro
Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal
to (A) the Applicable Rate times the daily maximum amount then available to be drawn under such
Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit
if such maximum amount increases periodically pursuant to the terms of such Letter of Credit),
minus (B) the fronting fee set forth in Section 2.03(j) below. Such letter of credit fees shall be
computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on
the tenth Business Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect.




          (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The
Borrowers, jointly and severally, shall pay directly to each L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the
daily maximum amount then available to be drawn under such Letter of Credit. Such fronting fees
shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on
the tenth Business Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. In addition, the Borrowers shall pay directly to each
L/C Issuer for its own account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and
payable within ten (10) Business Days of demand and are nonrefundable.




          (k) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary
in any Letter of Credit Application, in the event of any conflict between the terms hereof and the
terms of any Letter of Credit Application, the terms hereof shall control.




          (l) Addition of an L/C Issuer.





     (i) A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to
a written agreement among the Parent Borrower, the Administrative Agent and such Revolving
Credit



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Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such
additional L/C Issuer.




     (ii) On the last Business Day of each March, June, September and December (and on such
other dates as the Administrative Agent may request), each L/C Issuer shall provide the
Administrative Agent a list of all Letters of Credit issued by it that are outstanding at
such time together with such other information as the Administrative Agent may from time to
time reasonably request.



          (m) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the account of, a
Subsidiary, the Parent Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Parent Borrower hereby acknowledges that
the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the
Parent Borrower, and that the Parent Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries.




          SECTION 2.04. Swing Line Loans.




          (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line
Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from
time to time on any Business Day (other than the Closing Date) prior to the Maturity Date in an
aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after
giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit
Loans of any other Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment then in effect. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this
Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line
Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars.
Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata
Share times the amount of such Swing Line Loan.




          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Parent Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an
integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business
Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender
and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and
signed by a Responsible Officer of the Parent Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms
and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrowers.





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          (c) Refinancing of Swing Line Loans.





     (i) The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so
request on their behalf), that each Revolving Credit Lender make a Base Rate Loan in an
amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed
to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate
Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line
Lender shall furnish the Parent Borrower with a copy of the applicable Committed Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Revolving Credit
Lender shall make an amount equal to its Pro Rata Share of the amount specified in such
Committed Loan Notice available to the Administrative Agent in Same Day Funds for the
account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated
payments not later than 1:00 p.m. on the date specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds
available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to
the Borrowers in such amount. The Administrative Agent shall remit the funds so received to
the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans
submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by
the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation
in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.




     (iii) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest thereon for
the period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or similar
fees customarily charged by the Swing Line Lender in connection with the foregoing. If such
Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant
Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A
certificate of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.




     (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against the Swing Line Lender, the Parent Borrower or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this
Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of
risk participations shall relieve or otherwise impair the obligation of the Parent Borrower
to repay Swing Line Loans, together with interest as provided herein.



          (d) Repayment of Participations.





     (i) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account
of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata
Share of such payment (appropriately



59









 






 adjusted, in the case of interest payments, to reflect the period of time during
which such Lender’s risk participation was funded) in the same funds as those received by
the Swing Line Lender.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall
pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the Swing Line Lender. The obligations of
the Revolving Credit Lenders under this clause (d)(ii) shall survive the payment in full of
the Obligations and the termination of this Agreement.



          (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for
invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender
funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such
Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be
solely for the account of the Swing Line Lender.




          (f) Payments Directly to Swing Line Lender. The Borrowers, jointly and severally, shall make
all payments of principal and interest in respect of the Swing Line Loans directly to the Swing
Line Lender.




          SECTION 2.05. Prepayments.




          (a) Optional.





     (i) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent,
at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in
part without premium or penalty; provided that (1) such notice must be received by the
Administrative Agent not later than 12:00 noon (New York, New York time) (A) three (3)
Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the
date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Rate Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof; and (3) any prepayment of Base Rate Loans (other than Swing Line Loans and
Protective Advances) shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such prepayment and
the Class(es) and Type(s) of Loans to be prepaid and the payment amount specified in such
notice shall be due and payable on the date specified therein. The Administrative Agent
will promptly notify each Appropriate Lender of its receipt of each such notice, and of the
amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency
Rate Loan shall be accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this
Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective
Pro Rata Shares.




     (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans
in whole or in part without premium or penalty; provided that (1) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the date of the prepayment, and (2) any such prepayment shall be in a minimum principal
amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.




     (iii) The Borrowers may, upon notice to the Administrative Agent, at any time or from
time to time, voluntarily prepay Protective Advances in whole or in part without premium or
penalty; provided that (1) such notice must be received by the Administrative Agent not
later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in
a minimum principal amount of $100,000 or a whole



60









 






multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified
therein.




     (iv) Notwithstanding anything to the contrary contained in this Agreement, the Parent
Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if
such prepayment would have resulted from a refinancing of the Revolving Credit Facility,
which refinancing shall not be consummated or shall otherwise be delayed.



          (b) Mandatory.





     (i) If, on any date, the aggregate Revolving Credit Exposures at any time exceed the
aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay
Protective Advances, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize
the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers
shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(b) unless after the prepayment in full of the Protective Advances, Revolving Credit
Loans and Swing Line Loans, such aggregate Revolving Credit Exposure exceeds the aggregate
Revolving Credit Commitments then in effect.




     (ii) If, on any date, the aggregate Revolving Credit Exposures exceed the lesser of (x)
the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect
(subject to Section 2.01(c)), the Borrowers shall promptly prepay first, Protective Advances
and second, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize L/C
Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall
not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)
unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and
Swing Line Loans, such aggregate Revolving Credit Exposure exceeds the aggregate Revolving
Credit Commitments then in effect.




     (iii) At all times following the establishment of the Cash Management Systems pursuant
to Section 6.15 and after the occurrence and during the continuation of a Cash Dominion
Event and notification thereof by the Administrative Agent to the Parent Borrower (subject
to the provisions of the Security Agreement and the Intercreditor Agreement), on each
Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all immediately
available funds credited to the Concentration Account, first to pay any fees or expense
reimbursements then due to the Administrative Agent, the L/C Issuer and the Lenders (other
than in connection with Secured Cash Management Obligations), pro rata, second to pay
interest due and payable in respect of any Loans (including Swing Line Loans and Protective
Advances) that may be outstanding, pro rata, third to prepay the principal of any Protective
Advances that may be outstanding, pro rata, fourth to prepay the principal of the Revolving
Credit Loans and Swing Line Loans and to Cash Collateralize L/C Obligations, pro rata and
fifth to pay any fees or expense reimbursements then due to any Cash Management Bank.



          (c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be
accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a
Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts
owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.




          Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of
Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is
required to be made under this Section 2.05 prior to the last day of the Interest Period therefor,
in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurocurrency
Rate Loan prior to the last day of the Interest Period therefor, any Borrower may, in its sole
discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made
thereunder together with accrued interest to the last day of such Interest Period into a Cash
Collateral Account until the last day of such Interest Period, at which time the Administrative
Agent shall be authorized (without any further action by or notice to or from any Loan Party) to
apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the
occurrence and during the continuance of any Event of Default, the Administrative Agent shall also
be authorized (without any further action by or notice to or from any Loan




61









 




Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the
relevant provisions of this Section 2.05.




          SECTION 2.06. Termination or Reduction of Commitments.




          (a) Optional. The Parent Borrower may, upon written notice to the Administrative Agent,
terminate the unused Revolving Credit Commitments, or from time to time permanently reduce the
unused Revolving Credit Commitments, in each case without premium or penalty; provided that (i) any
such notice shall be received by the Administrative Agent one (1) Business Day prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of
$500,000 or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to
any reduction of the Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of
the Facility, such sublimit shall be automatically reduced by the amount of such excess. Except as
provided above, the amount of any such Revolving Credit Commitment reduction shall not be applied
to the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the
foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Revolving
Credit Commitments if such termination would have resulted from a refinancing of the Facility,
which refinancing shall not be consummated or otherwise shall be delayed.




          (b) Mandatory. The Revolving Credit Commitments shall terminate on the Maturity Date.




          (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will
promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the
Swing Line Sublimit or the unused Revolving Credit Commitments under this Section 2.06. Upon any
reduction of unused Revolving Credit Commitments, the Commitment of each Lender shall be reduced by
such Lender’s Pro Rata Share of the amount by which such Revolving Credit Commitments are reduced
(other than the termination of the Revolving Credit Commitment of any Lender as provided in
Section 3.07). All commitment fees accrued until the effective date of any termination of the
Revolving Credit Commitments shall be paid on the effective date of such termination.




          SECTION 2.07. Repayment of Loans.




          (a) Revolving Credit Loans. The Borrowers, jointly and severally, shall repay to the
Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date the
aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.




          (b) Swing Line Loans. The Borrowers, jointly and severally, shall repay each Swing Line Loan
for the Revolving Credit Facility on the Maturity Date.




          (c) Protective Advances. The Borrowers, jointly and severally, shall repay to the
Administrative Agent the then unpaid amount of each Protective Advance on the Maturity Date.




          SECTION 2.08. Interest.




          (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum
equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each
Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving
Credit Loans.




          (b) The Borrowers shall pay interest on past due amounts hereunder (whether principal,
interest, fees or other amounts) at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and payable upon demand.




62









 





          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.




          (d) Interest on each Loan shall be payable in the currency in which each Loan was made.




          SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(i) and
(j):




          (a) Commitment Fee. The Borrowers, jointly and severally, shall pay to the Administrative
Agent for the account of each Revolving Credit Lender for such Facility in accordance with its Pro
Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the
actual daily amount by which the aggregate Revolving Credit Commitment for such Facility exceeds
the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the
Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued
with respect to any of the Revolving Credit Commitments under such Facility of a Defaulting Lender
during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time
shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to
the extent that such commitment fee shall otherwise have been due and payable by the Borrowers
prior to such time; provided further that no commitment fee shall accrue on any of the Revolving
Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender. The commitment fees for a Revolving Credit Facility shall accrue at all times
from the Closing Date until the Maturity Date, including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable quarterly in arrears in
Dollars on the tenth Business Day following the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the Closing Date, and on the
Maturity Date for such Facility. The commitment fee shall be calculated quarterly in arrears, and
if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that
such Applicable Rate was in effect.




          (b) Other Fees. The Borrowers shall pay to the Agents such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed
between the Parent Borrower and the applicable Agent).




          SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base
Rate Loans when the Base Rate is determined by the Administrative Agent’s “prime rate” shall be
made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis of a 360-day year and actual
days elapsed (which results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid; provided that any Loan that is repaid on the same day on which it is made shall,
subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.




          SECTION 2.11. Evidence of Indebtedness.




          (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and evidenced by one or more entries in the Register maintained
by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c),
as agent for the Borrowers, in each case in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Borrowers shall execute and deliver to such Lender




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(through the Administrative Agent) a Note payable to such Lender, which shall evidence such
Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.




          (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and
the Administrative Agent shall maintain in accordance with its usual practice accounts or records
and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and
sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of
any conflict between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.




          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to
Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due
and payable or to become due and payable from the Borrowers to, in the case of the Register, each
Lender and, in the case of such account or accounts, such Lender, under this Agreement and the
other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent
or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this
Agreement and the other Loan Documents.




          SECTION 2.12. Payments Generally.




          (a) All payments to be made by the Borrowers shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,
all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office for payment and in Same Day Funds not later than 2:00 p.m. on the date specified herein.
The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received by wire transfer to
such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00
p.m. (New York, New York time), shall in each case be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue.




          (b) If any payment to be made by any Borrower shall come due on a day other than a Business
Day, payment shall be made, unless otherwise specified herein, on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as the case may be.




          (c) Unless the Parent Borrower has notified the Administrative Agent, prior to the date any
payment is required to be made by it to the Administrative Agent hereunder for the account of any
Lender or an L/C Issuer hereunder, that the Borrowers will not make such payment, the
Administrative Agent may assume that the Borrowers have timely made such payment and may (but shall
not be so required to), in reliance thereon, make available a corresponding amount to such Lender
or L/C Issuer. If and to the extent that such payment was not in fact made to the Administrative
Agent in Same Day Funds, then such Lender or L/C Issuer shall forthwith on demand repay to the
Administrative Agent the portion of such assumed payment that was made available to such Lender or
L/C Issuer in Same Day Funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative Agent to such Lender or L/C
Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the
applicable Overnight Rate from time to time in effect.




          A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this Section 2.12(c) shall be conclusive, absent manifest error.




          (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made
available to the Borrowers by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.




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          (e) The obligations of the Lenders hereunder to make Loans and to fund participations in
Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to
make any Loan or to fund any such participation on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase its participation.




          (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in
any particular place or manner or to constitute a representation by any Lender that it has obtained
or will obtain the funds for any Loan in any particular place or manner.




          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the
Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If
the Administrative Agent receives funds for application to the Obligations of the Loan Parties
under or in respect of the Loan Documents under circumstances for which the Loan Documents do not
specify the manner in which such funds are to be applied, the Administrative Agent may, but shall
not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such
time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment
or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.




          SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C
Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) in excess of its Pro Rata Share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them
and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by
them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loans or such participations, as the case may be, pro rata with each of
them; provided that if all or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to
any settlement entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase
price paid therefor, together with an amount equal to such paying Lender’s Pro Rata Share
(according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered, without further
interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.10) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section 2.13 and will in
each case notify the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.




          SECTION 2.14. Incremental Credit Extensions.




          (a) The Parent Borrower may at any time or from time to time after the Closing Date, by notice
to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to
each of the Lenders), request (a) one or more increases in the amount of the Revolving Credit
Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) upon the
effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall
exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not
less than a amount of $100,000,000 (provided that such amount may be less than a amount of
$100,000,000 if such amount represents all remaining availability under the limit set



65









 






forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate
amount of the Revolving Commitment Increases shall not exceed $750,000,000 (such amount, the
"Incremental Amount”). Each notice from the Parent Borrower pursuant to this Section shall set
forth the requested amount and proposed terms of the relevant Revolving Commitment Increases.
Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no
existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving
Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms
reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender
being called an “Additional Lender”), provided that the Administrative Agent shall have consented
(such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing
such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an
assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional
Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in
the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender,
an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant
to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if
any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may,
without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The
effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof
of each of the conditions set forth in Section 4.02 (it being understood that all references to
“the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to
refer to the effective date of such Incremental Amendment) and such other conditions as the parties
thereto shall agree. The Parent Borrower shall use the proceeds of the Revolving Commitment
Increases for any purpose not prohibited by this Agreement; provided that to the extent the
proceeds of Revolving Commitment Increases are being used to refinance Retained Existing Notes,
such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes.
Upon each increase in (A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each
Revolving Credit Lender immediately prior to such increase will automatically and without further
act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment
Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment
Increase Lender will automatically and without further act be deemed to have assumed, a portion of
such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing
Line Loans such that, after giving effect to each such deemed assignment and assumption of
participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters
of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit
Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the
aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such
Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase,
there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to
the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional
Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments),
which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being
prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative
Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata
payment requirements contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to the immediately preceding sentence.




          (b) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.




          SECTION 2.15. Reserves. Notwithstanding anything to the contrary, the Administrative
Agent may at any time and from time to time in the exercise of its Permitted Discretion establish
and increase or decrease Reserves; provided that, so long as no Event of Default has occurred and
is continuing, the Administrative Agent shall have provided the Parent Borrower at least three (3)
Business Days’ prior written notice of any such establishment or increase; and provided further
that the Administrative Agent may only establish or increase a Reserve after the date hereof based
on an event, condition or other circumstance arising after the Closing Date or based on facts not
known to the Administrative Agent as of the Closing Date. The amount of any Reserve established by
the Administrative Agent shall have a reasonable relationship to the event, condition, other
circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the
Administrative Agent shall be available to discuss the proposed Reserve or increase, and the
Borrowers may take such action as may be required so that the event,




66









 







condition, circumstance or new fact that is the basis for such Reserve or increase no longer
exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the
exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the
right of the Administrative Agent to establish or change such Reserve, unless the Administrative
Agent shall have determined in its Permitted Discretion that the event, condition, other
circumstance or new fact that is the basis for such new Reserve or such change no longer exists or
has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the
contrary, Reserves shall not duplicate eligibility criteria contained in the definition of
“Eligible Accounts”.




ARTICLE III




Taxes, Increased Costs Protection and Illegality




          SECTION 3.01. Taxes.




          (a) Except as required by law (as determined in the good faith discretion of any applicable
withholding agent), any and all payments by any Borrower or any Guarantor to or for the account of
any Agent or any Lender (which term shall, for the avoidance of doubt, include, for the purposes of
Section 3.01, any L/C Issuer) under any Loan Document shall be made free and clear of, and without
deduction for, any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities (including additions to
tax, penalties and interest) with respect thereto, imposed by any Governmental Authority (“Taxes”).
If a Borrower or a Guarantor or the Administrative Agent is required by law (as determined in the
good faith discretion of any applicable withholding agent) to deduct any Indemnified Taxes (as
defined below) or Other Taxes (as defined below) from or in respect of any sum payable under any
Loan Document to any Agent or any Lender, (i) the sum payable by such Borrower or such Guarantor
shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.01(a)), each of such Agent and such
Lender receives an amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower or such Guarantor or the Administrative Agent shall make such deductions, (iii)
such Borrower or such Guarantor shall pay the full amount deducted to the relevant taxing
authority, and (iv) within thirty (30) days after the date of such payment (or, if receipts or
evidence are not available within thirty (30) days, as soon as practicable thereafter), such
Borrower or such Guarantor shall furnish to such Agent or Lender (as the case may be) the original
or a facsimile copy of a receipt evidencing payment thereof or other documentary evidence of
payment satisfactory to such Agent or Lender. If any Borrower or any Guarantor fails to pay any
Indemnified Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to
any Agent or any Lender the required receipts or other required documentary evidence, such Borrower
or such Guarantor shall indemnify such Agent and such Lender for any incremental Taxes that may
become payable by such Agent or such Lender arising out of such failure. “Indemnified Taxes”
refers to any Taxes arising from any payment made under any Loan Document excluding, in the case of
each Agent and each Lender, (i) net income Taxes imposed by a jurisdiction as a result of any
connection between such Agent or Lender and such jurisdiction other than the connection arising
from executing or entering into any Loan Document or any of the Transactions contemplated by any
Loan Document, (ii) Taxes imposed on or measured by its net income (including branch profits),
franchise (and similar) taxes imposed in lieu of net income taxes, (iii) any withholding taxes to
the extent imposed at the time a Lender becomes a party hereto (or designates a new lending
office), except (x) to the extent that such Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive additional amounts or
indemnity payments from any Loan Party with respect to such withholding tax pursuant to Section
3.01 or (y) if such Foreign Lender is an assignee pursuant to a request by a Borrower and (iv) any
Taxes imposed as a result of the failure of any Lender to comply with either the provisions of
Section 3.01(b) or (c) (in the case of any Foreign Lender) or the provisions of Section 3.01(d) (in
the case of any U.S. Lender).




          (b) To the extent it is legally able to do so, each Agent or Lender (including an Assignee to
which a Lender assigns its interest in accordance with Section 10.07) that is not a “United States
person” within the meaning of Section 7701(a)(30) of the Code (each a “Foreign Lender”) agrees to
complete and deliver to the Parent Borrower and the Administrative Agent on or prior to the Closing
Date (or, if later, on or prior to the date it becomes a party to this Agreement), an accurate,
complete and original signed copy of whichever of the following is applicable: (i) Internal
Revenue Service Form W-8BEN certifying that it is entitled to benefits under an income tax treaty
to which the United States is a party that reduces or eliminates U.S. federal withholding tax on
payments of interest; (ii) Internal Revenue Service Form W-8ECI certifying that the income
receivable pursuant to any Loan Document is




67









 




effectively connected with the conduct of a trade or business in the United States; (iii) if
the Foreign Lender (A) is not a bank described in Section 881(c)(3)(A) of the Code, (B) is not a
10-percent shareholder described in Section 871(h)(3)(B) of the Code, (C) has income receivable
pursuant to any Loan Document that is not effectively connected with the conduct of a trade or
business in the United States, and (D) is not a controlled foreign corporation related to any
Borrower within the meaning of Section 864(d) of the Code, a certificate to that effect in
substantially the form attached hereto as Exhibit L and an Internal Revenue Service Form
W-8BEN, certifying that the Foreign Lender is not a United States person; or (iv) to the extent a
Foreign Lender is not the beneficial owner of any obligation of any Borrower or any Guarantor
hereunder (for example, where the Foreign Lender is a partnership or participating Lender granting
a typical participation), duly completed copies of Internal Revenue Service Form W-8IMY,
accompanied by a Form W-8ECI, W-8BEN, certificate in substantially the form attached hereto as
Exhibit L, Form W-9 or Form W-8IMY from each beneficial owner, as applicable.




          (c) Thereafter and from time to time, each such Foreign Lender shall, (i) promptly, to the
extent it is legally entitled to do so, submit to the Parent Borrower and the Administrative Agent
such additional duly completed and signed copies of one or more of such forms or certificates (or
such successor forms or certificates as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available to secure an exemption from or reduction in the
rate of U.S. federal withholding tax (A) on or before the date that any such form, certificate or
other evidence previously delivered expires or becomes obsolete, (B) after the occurrence of a
change in the Foreign Lender’s circumstances requiring a change in the most recent form,
certificate or evidence previously delivered by it to the Parent Borrower and the Administrative
Agent, and (C) from time to time thereafter if reasonably requested by the Parent Borrower or the
Administrative Agent, and (ii) promptly notify the Parent Borrower and the Administrative Agent of
any change in the Foreign Lender’s circumstances which would modify or render invalid any
previously claimed exemption or reduction.




          (d) Each Agent or Lender that is a “United States person” (within the meaning of Section
7701(a)(30) of the Code) (each a “U.S. Lender”) agrees to complete and deliver to the Parent
Borrower and the Administrative Agent an accurate, complete and original signed Internal Revenue
Service Form W-9 or successor form certifying that such Agent or Lender is not subject to United
States backup withholding tax (i) on or prior to the Closing Date (or, if later, on or prior to the
date it becomes a party to this Agreement), (ii) on or before the date that such form expires or
becomes obsolete, (iii) after the occurrence of a change in the Agent’s or Lender’s circumstances
requiring a change in the most recent form previously delivered by it to the Parent Borrower and
the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the
Parent Borrower or the Administrative Agent.




          (e) Notwithstanding anything else herein to the contrary, if a Foreign Lender is subject to
U.S. federal withholding tax at a rate in excess of zero percent at the time such Lender or such
Agent first becomes a party to this Agreement, such U.S. federal withholding tax (including
additions to tax, penalties and interest imposed with respect to such U.S. federal withholding tax)
shall be considered excluded from Indemnified Taxes except to the extent the Foreign Lender’s
assignor was entitled to additional amounts or indemnity payments prior to the assignment or the
assignment was pursuant to a request of a Borrower. Further, no Borrower shall be required
pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or
Agent, as the case may be, with respect to Indemnified Taxes to the extent that such Lender or such
Agent becomes subject to such Indemnified Taxes subsequent to the Closing Date (or, if later, the
date such Lender or Agent becomes a party to this Agreement) solely as a result of a change in the
place of organization or place of doing business of such Lender or Agent or a change in the Lending
Office of such Lender (other than at the written request of a Borrower to change such Lending
Office).




          (f) Each Borrower agrees to pay any and all present or future stamp, court or documentary
taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar
levies which arise from any payment made under any Loan Document or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, any Loan Document
(including additions to tax, penalties and interest related thereto) excluding, in each case, such
amounts that result from an Agent or Lender’s Assignment and Assumption, grant of a Participation,
transfer or assignment to or designation of a new applicable Lending Office or other office for
receiving payments under any Loan Document (collectively, “Assignment Taxes”) to the extent such
Assignment Taxes result from a connection that the Agent or Lender has with the taxing jurisdiction
other than the connection arising out of the Loan Document or the transactions therein, except for
Assignment Taxes resulting




68









 




from assignment or participation that is requested or required in writing by the Parent
Borrower (all such non-excluded taxes described in this Section 3.01(f) being hereinafter referred
to as “Other Taxes”).




          (g) If any Indemnified Taxes or Other Taxes are directly asserted against any Agent or Lender,
such Agent or Lender may pay such Indemnified Taxes or Other Taxes and the relevant Borrower will
promptly pay such additional amounts so that each of such Agent and such Lender receives an amount
equal to the sum it would have received had no such Indemnified Taxes or Other Taxes been asserted;
whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that if the
relevant Borrower reasonably believes that such Taxes or Other Taxes were not correctly or
reasonably asserted, each such Agent or Lender will use reasonable efforts to cooperate with such
Borrower to obtain a refund of such Taxes or Other Taxes (which shall be repaid such Borrower in
accordance with Section 3.01(h)) so long as such efforts would not, in the sole good faith
determination of such Agent or Lender, result in any additional costs, expenses or risks or be
otherwise disadvantageous to it. Payments under this Section 3.01(g) shall be made within ten (10)
days after the date such Borrower receives written demand for payment from such Agent or Lender. A
certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or
the Agent (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or any other Agent, shall be conclusive absent manifest error.




          (h) If any Lender or Agent determines, in its sole discretion, that it is entitled to receive
a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or
additional amounts have been paid to it by any Borrower pursuant to this Section 3.01, it shall use
its commercially reasonable efforts to receive such refund and upon receipt of any such refund
shall promptly remit such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the relevant Borrower under this Section 3.01 with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the
relevant taxing authority attributable thereto) to such Borrower, net of all reasonable out of
pocket expenses of the Lender or Agent, as the case may be, and without interest (other than any
interest paid by the relevant taxing authority with respect to such refund); provided that each
Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return
such refund to such party, together with any interest and penalties charged by the relevant taxing
authority, in the event such party is required to repay such refund to the relevant taxing
authority. Such Lender or Agent, as the case may be, shall provide the relevant Borrower with a
copy of any notice of assessment or other evidence of the requirement to repay such refund received
from the relevant taxing authority (provided that such Lender or Agent may delete any information
therein that such Lender or Agent deems confidential in its reasonable discretion). Nothing herein
contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in
whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or make
available its tax returns or any other information it reasonably deems confidential or require any
Lender to do anything that would prejudice its ability to benefit from any other refunds, credits,
relief, remission or repayments to which it may be entitled.




          (i) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a) or (g) with respect to such Lender it will, if requested by the relevant Borrower,
use commercially reasonable efforts (subject to legal and regulatory restrictions) to mitigate the
effect of any such event, including by designating another Lending Office for any Loan or Letter of
Credit affected by such event and by completing and delivering or filing any tax related forms
which would reduce or eliminate any amount of Indemnified Taxes or Other Taxes required to be
deducted or withheld or paid by the relevant Borrower; provided that such efforts are made at the
relevant Borrower’s expense and on terms that, in the reasonable judgment of such Lender, cause
such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory
disadvantage, and provided further that nothing in this Section 3.01(i) shall affect or postpone
any of the Obligations of such Borrower or the rights of such Lender pursuant to Section 3.01(a) or
(g).




          SECTION 3.02. Illegality. If any Lender reasonably determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund any Eurocurrency Rate Loans, or to
determine or charge interest rates based upon the applicable Eurocurrency Rate, then, on notice
thereof by such Lender to the Parent Borrower through the Administrative Agent, any obligation of
such Lender to make or continue any affected Eurocurrency Rate Loans or to convert Base Rate Loans
to such Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative
Agent and the Parent Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a
Borrowing of, conversion to




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or continuation of Eurocurrency Rate Loans and shall upon demand from such Lender (with a copy
to the Administrative Agent), prepay or, convert all then outstanding affected Eurocurrency Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon
any such prepayment or conversion, the Parent Borrower shall also pay accrued interest on the
amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or
conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.




          SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that by
reason of any changes affecting the applicable interbank eurodollar market adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, or that deposits are not being offered to
banks in the relevant interbank eurodollar market for the applicable amount and the Interest Period
of such Eurocurrency Rate Loan, in each case due to circumstances arising on or after the date
hereof, the Administrative Agent will promptly so notify the Parent Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain any affected Eurocurrency Rate Loans
shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing
that, will be deemed to have converted such request into a request for a Borrowing of Base Rate
Loans in the amount specified therein.




          SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans.




          (a) If any Lender reasonably determines that as a result of the introduction of, or any change
in, or in the interpretation of, any Law, in each case after the date hereof, there shall be any
increase in the cost to such Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i)
Indemnified Taxes or Other Taxes covered by Section 3.01, or any Taxes excluded from the definition
of Indemnified Taxes under exception (i) thereof to the extent such Taxes are imposed on or
measured by net income or profits or branch profits or franchise taxes (imposed in lieu of the
foregoing taxes) and any Taxes excluded from the definition of Indemnified Taxes under exceptions
(ii) and (iii) thereof, (ii) reserve requirements contemplated by Section 3.04(c), and (iii) the
implementation or application of or compliance with the “International Convergence of Capital
Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking
Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any
other law or regulation which implements Basel II (whether such implementation, application or
compliance is by a government, regulator, the Lenders or any of their Affiliates or the Agents or
any of their Affiliates)), then from time to time within fifteen (15) days after demand by such
Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the
Administrative Agent given in accordance with Section 3.06), the Borrowers shall pay to such Lender
such additional amounts as will compensate such Lender for such increased cost or reduction. At
any time that any Eurocurrency Rate Loan is affected by the circumstances described in this Section
3.04(a), the Borrowers may either (i) if the affected Eurocurrency Rate Loan is then being made
pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice
(confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand
from such Lender or (ii) if the affected Eurocurrency Rate Loan is then outstanding, upon at least
three Business Days’ notice to the Administrative Agent, require the affected Lender to convert
such Eurocurrency Rate Loan into a Base Rate Loan, if applicable.




          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or
any change therein or in the interpretation thereof, in each case after the date hereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender as a consequence of
such Lender’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand of such Lender setting forth




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in reasonable detail the charge and the calculation of such reduced rate of return (with a
copy of such demand to the Administrative Agent given in accordance with Section 3.06), the
Borrowers shall promptly pay to such Lender such additional amounts as will compensate such Lender
for such reduction after receipt of such demand.




          (c) The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate
Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be conclusive in the absence of
manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate
Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such
Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent manifest error) which in each case shall be due and payable on each date
on which interest is payable on such Loan, provided the Parent Borrower shall have received at
least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional
interest or cost from such Lender. If a Lender fails to give notice at least fifteen (15) days
prior to the relevant Interest Payment Date, such additional interest or cost shall be due and
payable fifteen (15) days from receipt of such notice.




          (d) If any Lender requests compensation under this Section 3.04, then such Lender will, if
requested by the Parent Borrower, use commercially reasonable efforts to designate another Lending
Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made
on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further
that nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the
Borrowers or the rights of such Lender pursuant to Section 3.04(a), (b) or (c).




          SECTION 3.05. Funding Losses. Upon written demand of any Lender (with a copy to the
Administrative Agent) from time to time, which demand shall set forth in reasonable detail the
basis for requesting such amount, each Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense reasonably incurred by it as a result of:




          (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day
prior to the last day of the Interest Period for such Loan; or




          (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the
amount notified by such Borrower;




including any loss or
expense (excluding loss of anticipated profits) actually incurred by reason
of the liquidation or reemployment of funds obtained by it to maintain such Eurocurrency Rate Loan
or from fees payable to terminate the deposits from which such funds were obtained.




          SECTION 3.06. Matters Applicable to All Requests for Compensation.




          (a) Any Agent or Lender claiming compensation under this Article III shall deliver a
certificate to the Parent Borrower setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In determining such amount,
such Agent or Lender may use any reasonable averaging and attribution methods.




          (b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or
3.04, the Borrowers shall not be required to compensate such Lender for any amount incurred more
than one hundred and eighty (180) days prior to the date that such Lender notifies the Parent
Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise
to such claim is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. If any Lender
requests compensation




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 by the Borrowers under Section 3.04, the Borrowers may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such Lender to make or
continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans
into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be
in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such
suspension shall not affect the right of such Lender to receive the compensation so requested.




          (c) If any Lender gives notice to the Parent Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the
conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall
be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such
outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata
(as to principal amounts, interest rate basis, and Interest Periods) in accordance with their
respective Pro Rata Shares.




          SECTION 3.07. Replacement of Lenders Under Certain Circumstances.




          (a) If at any time (i) any Lender requests reimbursement for amounts owing pursuant to
Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases
to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or
Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a
Non-Consenting Lender, then the Parent Borrower may, on five (5) Business Days’ prior written
notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to
(and such Lender shall be obligated to) assign pursuant to and in accordance with Section 10.07(b)
(with the assignment fee to be paid by the Parent Borrower, in the case of clauses (i) and (iii)
only) all of its rights and obligations under this Agreement (or, with respect to clause (iii)
above, all of its rights and obligations with respect to the Class of Loans or Commitments that is
the subject of the related consent, waiver or amendment) to one or more Eligible Assignees;
provided that neither the Administrative Agent nor any Lender shall have any obligation to the
Parent Borrower to find a replacement Lender or other such Person; and provided further that in the
case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the
applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of
the Loan Documents. No such replacement shall be deemed to be a waiver of any rights that the
Parent Borrower, the Administrative Agent or any other Lender shall have against the replaced
Lender.




          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver
an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such
Loans to the Parent Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu
thereof). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or
a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, (B) the assignee Lender shall purchase, at
par, all Loans, accrued interest, accrued fees and other amounts owing to the assigning Lender as
of the date of replacement and (C) upon such payment (regardless of whether such replaced Lender
has executed an Assignment and Assumption or delivered its Notes to the Parent Borrower or the
Administrative Agent), the assignee Lender shall become a Lender hereunder and the assigning Lender
shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and
participations, except with respect to indemnification provisions under this Agreement, which shall
survive as to such assigning Lender.




          (c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C
Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing
of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably
satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account
in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made
with respect to each such outstanding Letter of Credit and the Lender that acts as the
Administrative Agent may not be replaced hereunder except in accordance with the terms of
Section 9.09.




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          (d) In the event that (i) the Parent Borrower or the Administrative Agent has requested that
the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to
any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of
all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect
to a certain Class or Classes of the Loans and (iii) the Required Lenders have agreed to such
consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or
amendment shall be deemed a “Non-Consenting Lender.”




          SECTION 3.08. Survival. All of the Borrowers’ obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.




ARTICLE IV




Conditions Precedent to Credit Extensions




          SECTION 4.01. Conditions to Initial Credit Extension. The obligation of each Lender
to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the
following conditions precedent:




          (a) The Administrative Agent’s receipt of executed counterparts of (A) this Agreement,
executed by Merger Sub, and (B) the Joinder Agreement, executed by Holdings, the Parent Borrower
and each Subsidiary Borrower, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party.




          (b) Prior to or substantially simultaneously with the initial Credit Extension on the Closing
Date, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the
following provisions of the Merger Agreement shall have been amended or waived in any respect
materially adverse to the Lenders without the prior written consent of the Lead Arrangers, not to
be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(c) (but only to the extent such
amendment or waiver would have been required if the reference therein to $100 million were replaced
with $200 million), 6.01(e), 6.01(f) (but only to the extent such amendment or waiver would have
been required if Clear Media Limited and its subsidiaries were excluded from such provision),
6.01(g), 6.01(n), 6.01(r), 6.01(t) (to the extent relating to any of the foregoing), 6.13(b), 7.01
or 7.02 (except to the extent any condition set forth therein is not satisfied solely as a result
of a breach of any of the foregoing provisions of Article VI of the Merger Agreement).




          (c) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing
Date, the Equity Contribution shall have been consummated.



Upon satisfaction of the foregoing conditions and the disbursement of the Debt Funding (as defined
in the Escrow Agreement) pursuant to Section 5(a)(i) of the Escrow Agreement, such Debt Funding
shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also
obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of
“Permitted Initial Revolving Borrowing Purposes” by delivery to the Administrative Agent and, the
relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof.
The Lenders may terminate their obligations to make Loans or other Credit Extensions hereunder if
the foregoing conditions shall not have been satisfied (or waived pursuant to Section 10.01) at or
prior to 11:59 p.m., New York City time, on the earliest of (i) the twentieth Business Day
following the receipt of the Requisite Shareholder Approval (as defined in the Merger Agreement),
(ii) the twentieth Business Day following the failure to obtain the Requisite Shareholder Approval
at a duly held Shareholders’ Meeting (as defined in the Merger Agreement) after giving effect to
all adjournments and postponements thereof, (iii) five Business Days following the termination of
the Merger Agreement or (iv) December 31, 2008 (the “Termination Date”); provided, however, that if
(A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in
connection with the consummation of the Merger has not been obtained (or has lapsed and not been
renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted
and such new period has not expired), then the Termination Date shall automatically be extended
until the twentieth Business Day following receipt of all such approvals (or renewals), but in no
event later than March 31, 2009; provided further, that, if as of the Termination Date there is a
dispute among any of the parties to the Escrow Agreement with respect to the disposition of any Escrow




73









 







 Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the
Administrative Agent, extend the Termination Date until the fifth Business Day after the final
resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties
to such dispute; provided, however, that the Termination Date with respect to any Lender shall
occur on the date such Lender withdraws its portion of the Escrow Funds pursuant to Section 5(f) of
the Escrow Agreement.




          SECTION 4.02. Conditions to Subsequent Credit Extensions. The obligation of each
Lender to honor any Request for Credit Extension after the Closing Date (other than any Protective
Advance and any Committed Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:




          (a) The representations and warranties of the Parent Borrower and each other Loan Party
contained in Article V or any other Loan Document shall be true and correct in all material
respects on and as of the date of such Credit Extension; provided that, to the extent that such
representations and warranties specifically refer to an earlier date, they shall be true and
correct in all material respects as of such earlier date; provided, further that any representation
and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language
shall be true and correct (after giving effect to any qualification therein) in all respects on
such respective dates.




          (b) No Default shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds therefrom.




          (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements
hereof.




          (d) After giving effect to any Borrowing or the issuance of any Letter of Credit, Excess
Availability shall be not less than zero.




          (e) If a Liquidity Event under clause (a) of the definition thereof as to which the
Administrative Agent has notified the Parent Borrower thereof is in effect at the time of, or would
exist after giving effect to, such requested Credit Extension, the Fixed Charge Coverage Ratio for
the Test Period last ended immediately preceding such Credit Extension, after giving pro forma
effect to such Credit Extension, shall not be less than 1.0 to 1.0 (the “Liquidity Event
Condition”) and the Parent Borrower shall have provided the Administrative Agent a certificate of a
Responsible Officer of the Parent Borrower demonstrating compliance with such ratio.




          Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by a
Borrower shall be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a), (b) and (d) have been satisfied on and as of the date of the applicable Credit
Extension.




          SECTION 4.03. Right to Cure Liquidity Event Condition.




          (a) Notwithstanding anything to the contrary contained in Section 4.02(e), in the event that
the Borrowers fail to satisfy the Liquidity Event Condition as of the end of any relevant Test
Period, until the date that is 10 days after the date the financial statements with respect to such
Test Period are required to be delivered pursuant to Section 6.01, Parent shall have the right to
make an equity investment in the Parent Borrower (other than in the form of Disqualified Equity
Interests) in cash or otherwise make cash common equity contributions to the Parent Borrower (in
each case, with the proceeds of any equity investment made in Parent by the Sponsors) (the “Cure
Right”), and upon receipt by the Parent Borrower of such cash contributions (the “Cure Amount”),
the Borrowers’ compliance with the Liquidity Event Condition shall be recalculated giving effect to
the following pro forma adjustments:





     (i) Consolidated EBITDA shall be increased, solely for the purposes of determining
compliance with the Liquidity Event Condition, including determining compliance with the
Liquidity Event Condition as of the end of such Test Period and applicable subsequent
periods that include such fiscal quarter for which the Cure Right is exercised by an amount
equal to the Cure Amount; and



74









 






     (ii) if, after giving effect to the foregoing calculations (but not, for the avoidance
of doubt, taking into account any repayment of Indebtedness in connection therewith), the
Borrowers shall satisfy the Liquidity Event Condition, then the Liquidity Event Condition
shall be deemed satisfied as of the end of the relevant Test Period with the same effect as
though there had been no failure to satisfy such condition at such date and the conditions
to the applicable requested extension of credit shall be deemed satisfied, provided that all
other conditions set forth in Section 4.02 shall have been satisfied in connection
therewith.



          (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period
there shall be at least one fiscal quarter in which the Cure Right is not exercised, (ii) for
purposes of this Section 4.03, the Cure Amount shall be no greater than the amount required for
purposes of satisfying the Liquidity Event Condition and (iii) the Cure Amount shall be disregarded
for purposes of determining compliance with any other provision of this Agreement.




ARTICLE V




Representations and Warranties




          Each Borrower represents and warrants to the Administrative Agent and the Lenders, at the
times expressly set forth in Section 4.02, that:




          SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan
Party and each of its Material Subsidiaries (a) is a Person duly organized or formed, validly
existing and in good standing (to the extent such concept exists in such jurisdiction) under the
Laws of the jurisdiction of its incorporation or organization, (b) has all corporate or other
organizational power and authority to (i) own its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party,
(c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction)
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, (d) is in compliance with all applicable Laws,
orders, writs, injunctions and orders and (e) has all requisite governmental licenses,
authorizations, consents and approvals to operate its business as currently conducted; except in
each case referred to in clause (c), (d) or (e), to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect.




          SECTION 5.02. Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a party have been duly
authorized by all necessary corporate or other organizational action. Neither the execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is a party
nor the consummation of the Transactions will (a) contravene the terms of any of such Person’s
Organization Documents, (b) result in any breach or contravention of, or the creation of any Lien
upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than
as permitted by Section 7.01) under (i) any Contractual Obligation to which such Person is a party
or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such
Person or its property is subject; or (c) violate any applicable material Law; except with respect
to any breach, contravention or violation (but not creation of Liens) referred to in clauses (b)
and (c), to the extent that such breach, contravention or violation would not reasonably be
expected to have a Material Adverse Effect.




          SECTION 5.03. Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by
any Loan Party of this Agreement or any other Loan Document, except for (i) filings necessary to
perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties,
(ii) the approvals, consents, exemptions, authorizations, actions, notices and filings that have
been duly obtained, taken, given or made and are in full force and effect, (iii) those approvals,
consents, exemptions, authorizations or other actions, notices or filings, the failure of which to
obtain or make would not reasonably be expected to have a Material Adverse Effect and (iv)
informational filings and notifications required to be made after the consummation of the Merger
Agreement.




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          SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been
duly executed and delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party that is party thereto in accordance with its terms, except as
such enforceability may be limited by Debtor Relief Laws and by general principles of equity and
principles of good faith and fair dealing.




          SECTION 5.05. Financial Statements; No Material Adverse Effect.




          (a) (i) The Annual Financial Statements fairly present in all material respects the financial
condition of the Parent Borrower and its Subsidiaries as of the dates thereof and their results of
operations for the periods covered thereby in accordance with GAAP consistently applied throughout
the periods covered thereby, except as otherwise expressly noted therein.





     (ii) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its
Subsidiaries as at December 31, 2007 (including the notes thereto) (the “Pro Forma Balance
Sheet”) and the unaudited pro forma consolidated statement of operations of the Parent
Borrower and its Subsidiaries for the 12-month period ending on such date (together with the
Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have
heretofore been furnished to the Administrative Agent, have been prepared based on the
Annual Financial Statements and have been prepared in good faith, based on assumptions
believed by the Parent Borrower to be reasonable as of the date of delivery thereof, and
present fairly in all material respects on a pro forma basis the estimated financial
position of the Parent Borrower and its Subsidiaries as at December 31, 2007 and their
estimated results of operations for the period covered thereby.



          (b) As of the Specified Date, except (i) as reflected or reserved against in the Annual
Financial Statements, (ii) for liabilities or obligations incurred in the ordinary course of
business since the date of the Annual Financial Statements and (iii) for liabilities or obligations
arising under the Merger Agreement, neither the Parent Borrower nor any of its Subsidiaries has any
liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that
would be required by GAAP to be reflected on a consolidated balance sheet (or notes thereto) of the
Parent Borrower and its Subsidiaries, other than those which would not have, individually or in
aggregate, a Material Adverse Effect on the Parent Borrower.




          (c) Since the Closing Date, there has been no event or circumstance, either individually or in
the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.




          SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of any Borrower, overtly threatened in writing, at law, in
equity, in arbitration or before any Governmental Authority, by or against Holdings, the Parent
Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse
Effect.




          SECTION 5.07. Labor Matters. Except as would not reasonably be expected to have a
Material Adverse Effect: (a) there are no strikes or other labor disputes against any of the
Parent Borrower or its Subsidiaries pending or, to the knowledge of the Parent Borrower,
threatened; (b) hours worked by and payment made based on hours worked to employees of the Parent
Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Laws dealing with wage and hour matters; and (c) all payments due from any
Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been
paid or accrued as a liability on the books of the relevant party.




          SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests
in, or easements or other limited property interests in, all real property necessary in the
ordinary conduct of its business, free and clear of all Liens except for minor defects in title
that do not materially interfere with its ability to conduct its business or to utilize such assets
for their intended purposes and Liens permitted by Section 7.01 and except where the failure to
have such title or other interest would not reasonably be expected to have a Material Adverse
Effect.




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          SECTION 5.09. Environmental Matters.




          (a) Except as would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, (i) each Loan Party and each of its Subsidiaries is in compliance with all
applicable Environmental Laws (including having obtained all Environmental Permits) and (ii) none
of the Loan Parties or any of their respective Subsidiaries is subject to any pending, or to the
knowledge of any Borrower, threatened Environmental Claim or any other Environmental Liability.




          (b) None of the Loan Parties or any of their respective Subsidiaries has treated, stored,
transported or disposed of Hazardous Materials at, or arranged for the disposal or treatment or for
transport for disposal or treatment, of Hazardous Materials from, any currently or formerly owned
or operated real estate or facility in a manner that would reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.




          (c) Except as would not reasonably be expected to, individually or in the aggregate, result in
a Material Adverse Effect, (i) none of the properties currently or to the knowledge of the Loan
Parties and their respective subsidiaries, formerly owned, leased or operated by the Loan Parties
or their respective Subsidiaries is listed or formally proposed for listing on the National
Priorities List or any analogous foreign, state or local list; (ii) there are no underground or
aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in
which Hazardous Materials are being or have been treated, stored or disposed on at or under any
property currently owned or operated by Holdings, any Borrower or any of its Subsidiaries; (iii)
there is no asbestos or asbestos-containing material at or on any facility, equipment or property
currently owned or operated by Holdings, any Borrower or any of its Subsidiaries; and (iv) there
has been no Release of Hazardous Materials by any Person on any property currently, or to the
knowledge of the Loan Parties and their respective Subsidiaries formerly, owned or operated by any
of them and there has been no Release of Hazardous Materials by the Loan Parties or any of their
Subsidiaries at any other location.




          (d) The properties currently owned, leased or operated by the Loan Parties and their
Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i)
constitute, or constituted a violation of, (ii) require response or other corrective action under,
or (iii) could give rise to Environmental Liability, which violations, actions and liability,
individually or in the aggregate, would reasonably be expected to result in a Material Adverse
Effect.




          (e) The Loan Parties and their Subsidiaries are not conducting or financing, either
individually or together with other potentially responsible parties, any investigation or
assessment or response or other corrective action relating to any actual or threatened Release of
Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order
of any Governmental Authority or the requirements of any Environmental Law except for such
investigation or assessment or response or action that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.




          (f) Except as would not reasonably be expected to result in, individually or in the aggregate,
a Material Adverse Effect, neither the Loan Parties nor any of their Subsidiaries has contractually
assumed any liability or obligation under any Environmental Law or is subject to any order, decree
or judgment which imposes any obligation under any Environmental Law.




          SECTION 5.10. Taxes. Except as would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, Holdings, the Parent Borrower and
its Subsidiaries have timely filed all federal and state and other Tax returns and reports required
to be filed, and have timely paid all federal and state and other Taxes, assessments, fees and
other governmental charges (including satisfying its withholding tax obligations) levied or imposed
on their properties, income or assets or otherwise due and payable, except those which are being
contested in good faith by appropriate actions diligently conducted and for which adequate reserves
have been provided in accordance with GAAP.




          SECTION 5.11. ERISA Compliance, Etc..




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          (a) Except as would not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of
ERISA and the Code.




          (b) Except as set forth in Schedule 5.11(b), no ERISA Event has occurred that when
taken together with all other ERISA Events which have occurred within the one-year period prior to
the date on which this representation is made or deemed made that would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.




          (c) Except where noncompliance or the incurrence of an obligation would not reasonably be
expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in
compliance with its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders, and (ii) neither Holdings nor any Subsidiary has incurred any
material obligation in connection with the termination of or withdrawal from any Foreign Plan.




          SECTION 5.12. Subsidiaries. As of the Specified Date, neither Holdings nor any other
Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12,
and all of the outstanding Equity Interests in Holdings, the Borrowers and the Material
Subsidiaries have been validly issued and are fully paid and nonassessable, and all Equity
Interests owned by Holdings or any other Loan Party are owned free and clear of all security
interests of any Person except (i) those created under the Collateral Documents or under the CF
Facility Documentation in accordance with the Intercreditor Agreement and (ii) any nonconsensual
Lien that is permitted under Section 7.01. As of the Specified Date, Schedule 5.12
(a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest
of Holdings, the Parent Borrower and any other Subsidiary in each Subsidiary, including the
percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity
Interests of which are required to be pledged pursuant to the Collateral and Guarantee Requirement.




          SECTION 5.13. Margin Regulations; Investment Company Act.




          (a) No Loan Party is engaged nor will it engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used
for any purpose that violates Regulation U.




          (b) Neither the Parent Borrower nor any of the Subsidiaries of the Parent Borrower is or is
required to be registered as an “investment company” under the Investment Company Act of 1940.




          SECTION 5.14. Disclosure. None of the factual information and data heretofore or
contemporaneously furnished in writing by or on behalf of any Loan Party to any Agent or any Lender
in connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or any other Loan Document (as modified or supplemented by other information so
furnished) when taken as a whole contains any material misstatement of fact or omits to state any
material fact necessary to make such factual information and data (taken as a whole), in the light
of the circumstances under which it was delivered, not materially misleading; it being understood
that for purposes of this Section 5.14, such factual information and data shall not include
projections and pro forma financial information or information of a general economic or general
industry nature.




          SECTION 5.15. Intellectual Property; Licenses, Etc. The Parent Borrower and its
Subsidiaries have good and marketable title to, or a valid license or right to use, all of their
patents, patent rights, trademarks, servicemarks, trade names, copyrights, technology, software,
know-how, database rights, rights of privacy and publicity, licenses and other intellectual
property rights (collectively, “IP Rights”) that are necessary for the operation of their
respective businesses as currently conducted and as proposed to be conducted, except where the
failure to have any such rights, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. To the knowledge of each Borrower, the operation of
the respective businesses of the Parent Borrower or any of its Subsidiaries as currently conducted
and as proposed to be conducted does not infringe upon, misuse, misappropriate or violate any
rights held by any Person, except for such infringements, misuses, misappropriations or violations
individually or in the aggregate, that would not reasonably be expected to have a Material Adverse
Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of any
Borrower,




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threatened in writing against any Loan Party or Subsidiary, that, either individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect.




          SECTION 5.16. Solvency. On the Closing Date after giving effect to the Transactions,
the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent.




          SECTION 5.17. Subordination of Junior Financing. The Obligations of each Subsidiary
Guarantor are “Designated Senior Debt,” “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior
Debt” or “Senior Secured Financing” (or any comparable term) with respect to any guaranties of the
New Senior Notes under, and as defined in, any New Senior Notes Indenture.




          SECTION 5.18. Special Representations Relating to FCC Authorizations, Etc.




          (a) The Parent Borrower or its Restricted Subsidiaries hold all FCC Authorizations that are
necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their
business in the manner in which it is currently being conducted, except where the failure to do so
would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.18
hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted
Subsidiary as of the Specified Date. With respect to each Broadcast License issued by the FCC and
listed on Schedule 5.18 hereto, the description includes the call sign, FCC identification
number, community of license and the license expiration date.




          (b) All material FCC Authorizations held by the Parent Borrower and its Restricted
Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as
would not individually or in the aggregate reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 5.18, as of the Specified Date and except for such
matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither
the Parent Borrower nor any Restricted Subsidiary has received any notice of apparent liability,
notice of violation, order to show cause or other writing from the FCC, (ii) there is no proceeding
pending or, to the knowledge of the Parent Borrower, threatened by or before the FCC relating to
the Parent Borrower or any Restricted Subsidiary or any Broadcast Station, and (iii) to the
knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the
FCC (other than rulemaking proceedings and proceedings of general applicability to the broadcasting
industry or substantial segments thereof). The Parent Borrower and the Restricted Subsidiaries
have timely filed all required reports and notices with the FCC and have paid all amounts due in
timely fashion on account of fees and charges to the FCC, except where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.




          (c) Other than exceptions to any of the following that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent
Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any
property owned, leased or otherwise operated by such Person and for the operation of each of its
businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of
the Parent Borrower and the Restricted Subsidiaries has performed all requirements of such Permits
to the extent performance is due, (iii) no event has occurred which allows or results in, or after
notice or lapse of time would allow or result in, revocation or termination by the issuer thereof
or in any other impairment of the rights of the holder of any such Permit prior to the expiration
of any stated term; and (iv) none of such Permits contains any restrictions, either individually or
in the aggregate, that are materially burdensome to the Parent Borrower or any of the Restricted
Subsidiaries, or to the operation of any of their respective businesses or any property owned,
leased or otherwise operated by such Person.




          (d) No consent or authorization of, filing with or Permit from, or other act by or in respect
of, any Governmental Authority is required in connection with delivery, performance, validity or
enforceability of this Agreement and the other Loan Documents other than (i) the requirement under
the Communications Laws that certain Loan Documents be filed with the FCC following the closing
under the Merger Agreement and (ii) the consents, authorizations and filings contemplated by the
Loan Documents.




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ARTICLE VI




Affirmative Covenants




          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder,
any Loan or other Obligation (other than Cash Management Obligations or Hedging Obligations)
hereunder that is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has
been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, a
backstop letter of credit is in place), the Parent Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries
to:




          SECTION 6.01. Financial Statements and Borrowing Base Certificates. Deliver to the
Administrative Agent for prompt further distribution to each Lender:




          (a) as soon as available, but in any event within ninety (90) days after the end of each
fiscal year of the Parent Borrower (commencing with the fiscal year ending December 31, 2007), (i)
a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such
fiscal year, and the related consolidated statements of income or operations, stockholders’ equity
and cash flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited
and accompanied by a report and opinion of Ernst & Young LLP or any other independent registered
public accounting firm of nationally recognized standing, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit and (ii) a narrative report and management’s discussion and analysis, in a form
reasonably satisfactory to the Administrative Agent, of the financial condition and results of
operations of the Parent Borrower for such fiscal year, as compared to amounts for the previous
fiscal year;




          (b) as soon as available, but in any event within forty-five (45) days after the end of each
of the first three (3) fiscal quarters of each fiscal year of the Parent Borrower (commencing with
the fiscal quarter ended March 31, 2008), (i) a consolidated balance sheet of the Parent Borrower
and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated
statements of income or operations for such fiscal quarter and for the portion of the fiscal year
then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all
in reasonable detail and certified by a Responsible Officer of the Parent Borrower as fairly
presenting in all material respects the financial condition, results of operations, stockholders’
equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject
only to changes resulting from normal year-end adjustments and the absence of footnotes and (ii) a
narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the
Administrative Agent, of the financial condition and results of operations of the Parent Borrower
for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the
comparable periods in the previous fiscal year;




          (c) within ninety (90) days after the end of each fiscal year (commencing with the fiscal year
ending December 31, 2008) of the Parent Borrower, a reasonably detailed consolidated budget for the
following fiscal year as customarily prepared by management of the Parent Borrower for its internal
use (including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries
as of the end of the following fiscal year, the related consolidated statements of projected cash
flow and projected income and a summary of the material underlying assumptions applicable thereto)
(collectively, the “Projections”), which Projections shall in each case be accompanied by a
certificate of a Responsible Officer stating that such Projections have been prepared in good faith
on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at
the time of preparation of such Projections, it being understood that actual results may vary from
such Projections and that such variations may be material; and




          (d) simultaneously with the delivery of each set of consolidated financial statements referred
to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting
the adjustments




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necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) and Restricted
Subsidiaries that are not Loan Parties (which may be in footnote form only) from such consolidated
financial statements.




          (e) (i) on or prior to the 10th calendar day of each calendar month, beginning with the first
calendar month ending after the Closing Date (or if such day is not a Business Day, the next
succeeding Business Day) and at such other times as the Administrative Agent or the Required
Lenders may reasonably require, a Borrowing Base Certificate (each a “Monthly Borrowing Base
Certificate”) showing the Borrowing Base and the calculation of Excess Availability and Aggregate
Excess Availability, in each case as of the close of business on the last day of the immediately
preceding calendar month (or, at the option of the Parent Borrower, as of a more recent date) each
such Borrowing Base Certificate to be certified as complete and correct in all material respects on
behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower; (ii) solely during
the continuance of a Weekly Monitoring Event, a Borrowing Base Certificate (each a “Weekly
Borrowing Base Certificate”) showing the Parent Borrower’s reasonable estimate (which shall be
based on the most current accounts receivable aging reasonably available and shall be calculated in
a consistent manner with the most recent Monthly Borrowing Base Certificates delivered pursuant to
this Section) of the Borrowing Base and the calculation of Excess Availability and Aggregate Excess
Availability, in each case as of the close of business on the last day of the immediately preceding
calendar week, unless the Administrative Agent otherwise agrees, shall be furnished on Wednesday of
each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day) and (iii)
on or prior to the date of the consummation of a Disposition of Eligible Accounts in excess of
$50,000,000 permitted by Section 7.05, an updated Borrowing Base Certificate giving pro forma
effect to such Disposition; provided that the Parent Borrower shall retain records regarding the
calculations of each such Monthly Borrowing Base Certificate (and, if a Weekly Monitoring Event has
occurred, any Weekly Borrowing Base Certificates) in reasonable detail, and such records shall be
made available by the Parent Borrower for review by the Administrative Agent during periodic
commercial finance examinations, if requested; provided further that in the event there is a
material error or miscalculation in a Borrowing Base Certificate, the Parent Borrower shall be
required to provide an updated Borrowing Base Certificate within three (3) Business Days after
receiving notification of such error or miscalculation from the Administrative Agent; and




          (f) at the time of the delivery of the consolidated financial statements referred to in
Section 6.01(b), the Parent Borrower shall provide a current accounts receivable aging in respect
of the Eligible Accounts, along with a reconciliation between the amounts that appear on such aging
and the amount of accounts receivable presented on the concurrently delivered balance sheet.




          Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01
may be satisfied with respect to financial information of the Parent Borrower and its Subsidiaries
by furnishing (A) the applicable financial statements of any direct or indirect parent of the
Parent Borrower that holds all of the Equity Interests of the Parent Borrower or (B) the Parent
Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that,
with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent
of the Parent Borrower, such information is accompanied by consolidating information that explains
in reasonable detail the differences between the information relating to the Parent Borrower (or
such parent), on the one hand, and the information relating to the Parent Borrower and the
Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such
information is in lieu of information required to be provided under Section 6.01(a), such materials
are accompanied by a report and opinion of Ernst & Young LLP or any other independent registered
public accounting firm of nationally recognized standing, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit.




          SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent
for prompt further distribution to each Lender:




          (a) no later than five (5) days after the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer
of the Parent Borrower (which shall include a reasonably detailed calculation of Consolidated
EBITDA);




          (b) [Reserved]




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          (c) promptly after the same are publicly available, copies of all annual, regular, periodic
and special reports and registration statements which Holdings or the Parent Borrower files with
the SEC or with any Governmental Authority that may be substituted therefor (other than amendments
to any registration statement (to the extent such registration statement, in the form it became
effective, is delivered to the Administrative Agent), exhibits to any registration statement and,
if applicable, any registration statement on Form S-8) and in any case not otherwise required to be
delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;




          (d) promptly after the furnishing thereof, copies of any material statements or material
reports furnished to any holder of any class or series of debt securities of any Loan Party having
an aggregate outstanding principal amount greater than the Threshold Amount or pursuant to the
terms of the CF Credit Agreement (other than borrowing base and related certificates), the CF
Facility Documentation or the New Senior Notes Indentures, in each case, so long as the aggregate
outstanding principal amount thereunder is greater than the Threshold Amount and not otherwise
required to be furnished to the Administrative Agent pursuant to any other clause of this
Section 6.02;




          (e) together with the delivery of the financial statements pursuant to (i) Section 6.01(a), a
report setting forth the information required by Section 3.03(c) of each Security Agreement (or
confirming that there has been no change in such information since the Closing Date or the date of
the last such report), and (ii) Section 6.01(a) and Section 6.01(b)(x) a description of each event,
condition or circumstance during the last fiscal quarter covered by such Compliance Certificate
requiring a mandatory prepayment under Section 2.05(b) and (y) a list of each Subsidiary of the
Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted
Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there
is no change in such information since the later of the Closing Date and the date of the last such
list;




          (f) promptly, such additional information regarding the business, legal, financial or
corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent may from time to time reasonably request; and




          (g) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by Holdings, the Parent Borrower, any
Subsidiary or any of their ERISA Affiliates with the Internal Revenue Service with respect to each
Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; and (iii) such
other documents or governmental reports or filings relating to any Pension Plan as the
Administrative Agent shall reasonably request. Promptly following any reasonable request therefor
by the Administrative Agent, on and after the effectiveness of the Pension Act, copies of (i) any
documents described in Section 101(k) of ERISA that Holdings, the Parent Borrower, any Subsidiary
or any of their ERISA Affiliates obtained during the last twelve months with respect to any
Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that Holdings, the
Parent Borrower, any Subsidiary or any of their ERISA Affiliates obtained during the last twelve
months with respect to any Multiemployer Plan; provided that if such documents or notices have not
been obtained or requested from the administrator or sponsor of the applicable Multiemployer Plan
upon reasonable request by the Administrative Agent, the applicable Person shall promptly make a
request for such documents or notices from such administrator or sponsor and shall provide copies
of such documents and notices promptly after receipt thereof.




          Documents required to be delivered pursuant to Section 6.01 or Section 6.02(a) or 6.02(c) may
be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent
Borrower’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Parent Borrower’s behalf on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that: (i) upon written request by the Administrative Agent, the Parent Borrower shall
deliver paper copies of such documents to the Administrative Agent for further distribution to each
Lender until a written request to cease delivering paper copies is given by the Administrative
Agent and (ii) the Parent Borrower shall notify (which may be by facsimile or electronic mail) the
Administrative Agent of the posting of any such documents or a link thereto and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Each Lender shall be solely responsible for timely accessing posted documents or requesting
delivery of paper copies of such documents from the Administrative Agent and maintaining its copies
of such documents.




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          The Parent Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication
Agents and/or the Arrangers will make available to the Lenders Communications by posting such
Communications on IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Parent Borrower or its securities) (each, a “Public
Lender”). The Parent Borrower hereby agrees that it will use commercially reasonable efforts to
identify that portion of the Communications that may be distributed to the Public Lenders and that
(w) all such Communications shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Communications “PUBLIC,” the Parent Borrower shall be deemed to have authorized the
Administrative Agent, the Syndication Agents, the Arrangers and the Lenders to treat such
Communications as not containing any material non-public information (although it may be sensitive
and proprietary) with respect to the Parent Borrower or its securities for purposes of United
States federal and state securities laws (provided, however, that to the extent such Communications
constitute Information, they shall be treated as set forth in Section 10.08); (y) all
Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled
to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor.” Neither the Administrative Agent nor any
of its Affiliates shall be responsible for any statement or other designation by a Loan Party
regarding whether a Communication contains or does not contain material non-public information with
respect to any of the Loan Parties or their securities nor shall the Administrative Agent or any of
its Affiliates incur any liability to any Loan Party, any Lender or any other Person for any action
taken by the Administrative Agent or any of its Affiliates based upon such statement or
designation, including any action as a result of which Restricting Information is provided to a
Lender that may decide not to take access to Restricting Information. Nothing in this Section 6.02
shall modify or limit a Lender’s obligations under Section 10.08 with regard to Communications and
the maintenance of the confidentiality of or other treatment of Information.




          Although the Platform and its primary web portal are secured with generally-applicable
security procedures and policies implemented or modified by the Administrative Agent from time to
time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization
System) and the Platform is secured through a single-user-per-deal authorization method whereby
each user may access the Platform only on a deal-by-deal basis, each of the Lenders and each Loan
Party acknowledges and agrees that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Lenders and each Loan Party hereby approves distribution
of the Approved Electronic Communications through the Platform and understands and assumes the
risks of such distribution.




          THE PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S GROUP WARRANT THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE PLATFORM AND
EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC
COMMUNICATIONS OR THE PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
THE AGENTS IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE PLATFORM.




          Each of the Lenders and each Loan Party agree that the Administrative Agent may, but (except
as may be required by applicable law) shall not be obligated to, store the Approved Electronic
Communications on the Platform in accordance with the Administrative Agent’s generally-applicable
document retention procedures and policies.




          SECTION 6.03. Notices. Promptly after a Responsible Officer obtains actual knowledge
thereof, notify the Administrative Agent:




          (a) of the occurrence of any Default; and




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          (b) of (i) any dispute, litigation, investigation or proceeding between any Loan Party and any
Governmental Authority, (ii) the commencement of, or any material development in, any litigation or
proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable
Environmental Laws or in respect of IP Rights, the occurrence of any noncompliance by any Loan
Party or any of its Subsidiaries with, or liability under, any Environmental Law or Environmental
Permit, or (iii) the occurrence of any ERISA Event that, in any such case, has resulted or would
reasonably be expected to result in a Material Adverse Effect.




          Each notice pursuant to this Section shall be accompanied by a written statement of a
Responsible Officer of the Parent Borrower (x) that such notice is being delivered pursuant to
Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to
therein and stating what action the Parent Borrower has taken and proposes to take with respect
thereto.




          SECTION 6.04. Payment of Obligations. Timely pay, discharge or otherwise satisfy, as
the same shall become due and payable, all of its obligations and liabilities in respect of Taxes
imposed upon it or upon its income or profits or in respect of its property, except, in each case,
to the extent (i) any such Tax is being contested in good faith and by appropriate actions for
which appropriate reserves have been established in accordance with GAAP or (ii) the failure to pay
or discharge the same would not reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect.




          SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in
full force and effect its legal existence under the Laws of the jurisdiction of its organization,
(b) take all reasonable action to maintain all corporate rights and privileges (including its good
standing) to the extent such concept exists in such jurisdiction and (c) maintain all other
material rights and privileges (including, without limitation, material Broadcast Licenses) except,
in the case of (a) (other than in the case of the Borrowers except to the extent expressly
permitted by Section 7.04), (b) or (c), to the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect or pursuant to a transaction permitted by Article VII.




          SECTION 6.06. Maintenance of Properties. Except if the failure to do so would not
reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order,
repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted and
consistent with past practice.




          SECTION 6.07. Maintenance of Insurance.




          (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith
judgment of its management) are financially sound and reputable at the time the relevant coverage
is placed or renewed, insurance with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of
such types and in such amounts (after giving effect to any self-insurance reasonable and customary
for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and
the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other
Persons.




          (b) All such liability insurance (other than business interruption insurance) as to which the
Administrative Agent shall have reasonably requested to be so named, shall name the Administrative
Agent as additional insured.




          SECTION 6.08. Compliance with Laws.




          (a) Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees of any Governmental Authority applicable to it or to its business or
property, except if the failure to comply therewith would not reasonably be expected to have a
Material Adverse Effect.




          (b) (i) Operate all of the Broadcast Stations in material compliance with the Communications
Laws and the FCC’s rules, regulations and published policies promulgated thereunder and with the
terms of the Broadcast Licenses, (ii) timely file all required reports and notices with the FCC and
pay all amounts due in timely




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fashion on account of fees and charges to the FCC and (iii) timely file and prosecute all
applications for renewal or for extension of time with respect to all of the FCC Authorizations,
except, in each case, for any failure which would not reasonably be expected to have a Material
Adverse Effect.




          SECTION 6.09. Books and Records. Maintain proper books of record and account, in
which entries that are full, true and correct in all material respects and are in conformity with
GAAP consistently applied shall be made of all material financial transactions and matters
involving the assets and business of the Parent Borrower or such Restricted Subsidiary, as the case
may be.




          SECTION 6.10. Inspection Rights.




          (a) Permit representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom (other than the records of the
Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants (subject to
customary access agreements), all at the reasonable expense of the Parent Borrower and at such
reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Parent Borrower; provided that, excluding any such visits and
inspections during the continuation of an Event of Default, only the Administrative Agent on behalf
of the Lenders may exercise rights of the Administrative Agent and the Lenders under this
Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2)
times during any calendar year absent the existence of an Event of Default and only one (1) such
time shall be at the Parent Borrower’s expense; provided further that when an Event of Default
exists, the Administrative Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any
time during normal business hours and upon reasonable advance notice. The Administrative Agent and
the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with
the Parent Borrower’s independent public accountants. Notwithstanding anything to the contrary in
this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiaries will be
required to disclose, permit the inspection, examination or making copies or abstracts of, or
discussion of, any document, information or other matter that (i) constitutes non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar
privilege or constitutes attorney work product.




          (b) Independently of or in connection with the visits and inspections provided for in clause
(a) above, but not more than twice a year (unless required by applicable law or an Event of Default
or Liquidity Event has occurred and is continuing) upon the request of the Administrative Agent
after reasonable prior notice, the Parent Borrower will, and will cause each Restricted Subsidiary
that is a Loan Party to, permit the Administrative Agent or professionals reasonably acceptable to
the Parent Borrower (including investment bankers, consultants, accountants, lawyers and
appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance
examinations and other evaluations, including, without limitation, (i) of the Parent Borrower’s
practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the
Collateral. The Parent Borrower shall pay the reasonable, documented, out-of-pocket fees and
expenses of the Administrative Agent or such professionals with respect to such evaluations and
appraisals.




          SECTION 6.11. Additional Borrowers, Guarantors and Obligations to Give Security. At
the Parent Borrower’s expense, take all action necessary or reasonably requested by the
Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be
satisfied, including:




          (a) (1) upon the formation, acquisition or designation (x) by any existing or new direct or
indirect wholly-owned Material Domestic Subsidiary (other than an Excluded Subsidiary) that is a
Restricted Subsidiary (for the avoidance of doubt, including CCOH and its wholly-owned Restricted
Subsidiaries which are Material Domestic Subsidiaries but not Excluded Subsidiaries upon CCOH
becoming wholly-owned by the Loan Parties) or (y) by any Loan Party of any direct or indirect
wholly-owned Material Foreign Subsidiary (other than an Excluded Subsidiary) that is a Restricted
Subsidiary or (2) upon the designation by any Loan Party of any Unrestricted Subsidiary that is a
direct or indirect wholly-owned Material Domestic Subsidiary referred to in the foregoing clause
(x) or (y) (other than an Excluded Subsidiary) as a Restricted Subsidiary in accordance with
Section 6.14:




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     (i) within 45 days after such formation, acquisition or designation, or such
longer period as the Administrative Agent may agree in writing in its discretion:




     (A) (x) cause each such Restricted Subsidiary that is required to
become a Borrower or Guarantor pursuant to the Collateral and Guarantee
Requirement to duly execute and deliver to the Administrative Agent a
joinder to this Agreement or Guaranty (or supplement thereto), as
applicable, and (y) cause each such Restricted Subsidiary that is required
to grant a Lien on any Collateral pursuant to the Collateral and Guarantee
Requirement to duly execute and deliver to the Administrative Agent or the
Collateral Agent (as appropriate) a joinder to this Agreement or a Guaranty
(or supplement thereto), as applicable, Security Agreement Supplements, and
other security agreements and documents, as reasonably requested by and in
form and substance reasonably satisfactory to the Administrative Agent
(consistent with the Security Agreement and other security agreements in
effect on the Closing Date), in each case granting Liens required by, and
subject to the limitations and exceptions of, the Collateral and Guarantee
Requirement;




     (B) take and cause such Restricted Subsidiary and each direct or
indirect parent of such Restricted Subsidiary to take whatever action
(including the filing of UCC financing statements as may be necessary in the
reasonable opinion of the Administrative Agent to vest in the Administrative
Agent (or in any representative of the Administrative Agent designated by
it) valid and perfected Liens to the extent required by the Collateral and
Guarantee Requirement, enforceable against all third parties in accordance
with their terms (subject to the Liens permitted by Sections 7.01(a)-(h),
(j)-(t) and (x)-(dd)), except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity and to otherwise
comply with the requirements of the Collateral and Guarantee Requirement;




     (ii) if reasonably requested by the Administrative Agent, within forty-five (45) days
after such request, deliver to the Administrative Agent a signed copy of an opinion,
addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties
reasonably acceptable to the Administrative Agent as to such matters set forth in this
Section 6.11(a) as the Administrative Agent may reasonably request; and



          (b) Notwithstanding anything to the contrary in this Agreement, the Parent Borrower shall not
be required to take any action or deliver any document set forth on Schedule 6.11(b) before
the time limit set forth on such Schedule with respect to such action or document, any such time
limit which may be extended by the Administrative Agent acting in its sole discretion.




          SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent
that the failure to do so would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, (a) comply, and take all reasonable actions to cause any
lessees and other Persons operating or occupying its properties or facilities to comply with all
applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental
Permits necessary for its operations, properties and facilities; and (c) in each case to the extent
required by applicable Environmental Laws, conduct any investigation, study, sampling and testing,
and undertake any response or other corrective action necessary to investigate, remove and clean up
all Hazardous Materials at, on, under, or emanating from any of its properties and facilities, in
accordance with the requirements of all applicable Environmental Laws.




          SECTION 6.13. Further Assurances and Post Closing Deliverables From time to time
duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such
additional instruments, certificates, financing statements, agreements or documents, and take all
reasonable actions (including filing UCC and other financing statements), as the Administrative
Agent may reasonably request, for the purposes of perfecting the rights of the Administrative Agent
for the benefit of the Secured Parties with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds or products thereof or with respect to any other
property or assets hereafter acquired by the Parent Borrower or any other Loan Party which may be deemed to be part of the




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Collateral to the extent required by
the Collateral and Guarantee Requirement), in each case subject to the limitations and exceptions
set forth in the Collateral Documents and the Collateral and Guarantee Requirement.




          (b) Within five Business Days of the Closing Date (unless otherwise agreed between the Parent
Borrower and the Administrative Agent), the Parent Borrower shall deliver to the Administrative
Agent the following documents, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party:





     (i) executed counterparts of the Guaranties (subject to the last paragraph of
the definition of Collateral and Guarantee Requirement), executed by each Guarantor;




     (ii) a Note executed by the Borrowers in favor of each Lender that has
requested a Note at least two Business Days in advance of the Closing Date;




     (iii) each Collateral Document set forth on Schedule 1.01C required to
be executed on or about the Closing Date as indicated on such schedule (subject to
Section 6.11(b) and the last paragraph of the definition of “Collateral and
Guarantee Requirement”), duly executed by each Loan Party thereto, together with:




     (A) Uniform Commercial Code financing statements for filing in the
office of the Secretary of State of the State of each jurisdiction in which
a U.S. Loan Party is “located” (within the meaning of the Uniform Commercial
Code); and




     (B) (i) an opinion from Ropes & Gray LLP, counsel to the Loan Parties,
substantially in the form of Exhibit H-1; (ii) an opinion from New
Jersey and Florida counsel to the Loan Parties, substantially in the form of
Exhibit H-2; (iii) an opinion from Colorado counsel to the Loan
Parties, substantially in the form of Exhibit H-3; (iv) an opinion
from Nevada counsel to the Loan Parties, substantially in the form of
Exhibit H-4; (v) an opinion from Washington counsel to the Loan
Parties, substantially in the form of Exhibit H-5; (vi) an opinion
from Texas counsel to the Loan Parties, substantially in the form of
Exhibit H-6; (vii) an opinion from Ohio counsel to the Loan Parties,
substantially in the form of Exhibit H-7; and (viii) an opinion from
special FCC counsel to the Loan Parties, substantially in the form of
Exhibit H-8.



          SECTION 6.14. Designation of Subsidiaries. The board of directors of the Parent
Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after
such designation, no Default shall have occurred and be continuing, and (ii) no Subsidiary may be
designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted
Subsidiary” for the purpose of the CF Facilities, the New Senior Notes, or any other Junior
Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an
Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date
of designation in an amount equal to the net book value of the Parent Borrower’s investment
therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall
constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in
Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market
Value at the date of such designation of the Loan Parties’ (as applicable) Investment in such
Subsidiary.




          SECTION 6.15. Cash Management Systems.




          (a) Annexed hereto as Schedule 6.15(a) is a schedule of all DDAs, that are maintained
by the Loan Parties, which Schedule includes, with respect to each depository (i) the name and
address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a
contact person at such depository.




          (b) Within ninety (90) days after the Closing Date (or such longer period as the
Administrative Agent may agree in its sole reasonable discretion), each applicable Borrower will
enter into a blocked account





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agreement (each, a “Blocked Account Agreement”), reasonably
satisfactory to the Administrative Agent, with respect to the DDAs existing as of the Closing Date
listed on Schedule 6.15(b) attached hereto (collectively, the “Blocked Accounts”). Each
Borrower hereby agrees that, once the Blocked Account Agreements are entered into, all cash in
respect of Collateral received by a Loan Party in any DDA that is not a Blocked Account (other than
amounts held in payroll, trust and tax withholding accounts funded in the ordinary course of
business and required by Applicable Law) will be promptly transferred into a Blocked Account.
After entering into the Blocked Account Agreement, there shall be at all times thereafter at least
one Blocked Account.




          (c) Each Blocked Account Agreement entered into by a Borrower shall permit the Administrative
Agent to instruct the depository, after the occurrence and during the continuance of a Cash
Dominion Event (and delivery of notice thereof from the Administrative Agent), to transfer on each
Business Day of all available cash receipts to the concentration account maintained by the
Administrative Agent at Citibank, N.A. (the “Concentration Account”), from:




          (i) the sale of Collateral;




          (ii) all proceeds of collections of Accounts; and




          (iii) each Blocked Account (including all cash deposited therein from each DDA).



If, at any time during the continuance of a Cash Dominion Event, any cash or Cash Equivalents that
are Collateral (or proceeds thereof) owned by any Loan Party (other than (i) petty cash and minimum
daily working capital accounts funded in the ordinary course of business, the deposits in which
shall not at any time aggregate more than $20.0 million (or such greater amounts to which the
Administrative Agent may agree), and (ii) payroll, trust and tax withholding accounts funded in the
ordinary course of business and required by Applicable Law) are deposited to any account, or held
or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account
Agreement (or a DDA which is swept daily to a Blocked Account), the Administrative Agent may
require the applicable Loan Party to close such account and have all funds therein transferred to a
Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked
Account Agreement. In addition to the foregoing, during the continuance of a Cash Dominion Event,
at the request of the Administrative Agent, the Loan Parties shall provide the Administrative Agent
with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable
satisfaction of the Administrative Agent, the proceeds from the Collateral which were deposited
into a Blocked Account and swept to the Concentration Account.




          (d) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked
Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked
Account Agreements (except with respect to any payroll, trust, and tax withholding accounts or
unless expressly waived by the Administrative Agent) consistent with and to the extent required by
the provisions of this Section 6.15 and otherwise reasonably satisfactory to the Administrative
Agent. The Parent Borrower shall furnish the Administrative Agent with prior written notice of its
intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the
Parent Borrower as to whether the Administrative Agent shall require a Blocked Account Agreement
with the Person with whom any such new account will be maintained.




          (e) The Loan Parties may also maintain one or more disbursement accounts to be used by the
Loan Parties for disbursements and payments (including payroll) in the ordinary course of business
or as otherwise permitted hereunder.




          (f) The Concentration Account shall at all times be under the sole dominion and control of the
Administrative Agent. Each Loan Party hereby acknowledges and agrees that (i) such Loan Party has
no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the
Concentration Account shall at all times continue to be collateral security for all of the
Obligations, and (iii) the funds on deposit in the Concentration Account shall be applied as
provided in this Agreement. In the event that, notwithstanding the provisions of this Section
6.15, during the continuation of a Cash Dominion Event, any Loan Party receives or otherwise has
dominion and control of any such proceeds or collections related to Collateral, such proceeds and
collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of
such Loan Party’s other




88









 







funds or deposited in any account of such Loan Party and shall promptly be
deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may
be instructed by the Administrative Agent.




          (g) So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may
direct, and shall have sole control over, the manner of disposition of funds in the Blocked
Accounts.




          (h) Any amounts received in the Concentration Account at any time when all of the Obligations
then due have been and remain fully repaid shall be remitted to the operating account of the Loan
Parties.




          (i) The Administrative Agent shall promptly (but in any event within one Business Day) furnish
written notice to each Person with whom a Blocked Account is maintained of any termination of a
Cash Dominion Event.




          (j) Within one hundred twenty (120) days after the Closing Date (or such longer period as the
Administrative Agent may agree in its sole reasonable discretion), each Loan Party shall deliver to
the Collateral Agent notifications (each, a “Credit Card Notification”) in form and substance
reasonably satisfactory to the Collateral Agent which have been executed on behalf of such Loan
Party and addressed to such Loan Party’s credit card clearinghouses and processors. Each Credit
Card Notification shall provide, among other things, that during the continuance of a Cash Dominion
Event (and after receipt of notice thereof from the Administrative Agent), all amounts owing to a
Loan Party and constituting proceeds of Collateral shall be forwarded immediately to the
Concentration Account.




          (k) The following shall apply to deposits and payments under and pursuant to this Agreement:





     (i) Funds shall be deemed to have been deposited to the Concentration Account on the
Business Day on which deposited, provided that such deposit is available to the
Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are
being paid in full, by 2:00 p.m. New York City time, on that Business Day);




     (ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration
Account, shall be deemed to have been received on the Business Day when they are good and
collected funds, provided that such payment is available to the Administrative Agent by 4:00
p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00
p.m. New York City time, on that Business Day);




     (iii) If a deposit to the Concentration Account or payment is not available to the
Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall
be deemed to have been made at 9:00 a.m. on the then next Business Day;




     (iv) If any item deposited to the Concentration Account and credited to the Loan
Account is dishonored or returned unpaid for any reason, whether or not such return is
rightful or timely, the Administrative Agent shall have the right to reverse such credit and
charge the amount of such item to the applicable Loan Account and the Borrowers shall
indemnify the Secured Parties against all reasonable out-of-pocket claims and losses
resulting from such dishonor or return;




     (v) All amounts received under this Section 6.15 shall be applied in the manner set
forth in Section 8.03.



          SECTION 6.16. License Subsidiaries.




          (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses
obtained on or after the Closing Date are held at all times by one or more Retained Existing Notes
Indenture Unrestricted License Subsidiaries; provided, however, such requirement will not apply if
holding any Broadcast License
in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably
likely to have material



89









 






adverse tax, operational, or strategic consequences to the Parent Borrower
or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii)
requires any approval of the FCC or any other Governmental Authority that has not been obtained
(the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval).




          (b) Ensure that each License Subsidiary engages only in the business of holding Broadcast
Licenses and rights and activities related thereto.




          (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled
with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary,
or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary
(other than any other License Subsidiary), except in connection with a Disposition permitted under
Section 7.05.




          (d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities
except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade
payables incurred in the ordinary course of business, tax liabilities incidental to ownership of
such rights and other liabilities incurred in the ordinary course of business, including those in
connection with agreements necessary or desirable to operate a Broadcast Station, including
retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease
and similar agreements.




ARTICLE VII




Negative Covenants




          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder,
any Loan or other Obligation (other than Cash Management Obligations or Hedging Obligations)
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has
been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, a
backstop letter of credit is in place), the Parent Borrower shall not, nor shall the Parent
Borrower permit any Restricted Subsidiary to, directly or indirectly:




          SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other than the following
(collectively, “Permitted Liens”):




          (a) Liens created pursuant to any Loan Document;




          (b) Liens existing on the Specified Date, provided that any Lien securing Indebtedness in
excess of (x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with
all other Liens outstanding in reliance on this clause (b) that are not set forth on Schedule
7.01(b) shall only be permitted in reliance on this clause (b) to the extent that such Lien is
listed on Schedule 7.01(b);




          (c) Liens for taxes, assessments or governmental charges that are not overdue for a period of
more than thirty (30) days or that are being contested in good faith and by appropriate actions for
which appropriate reserves have been established in accordance with GAAP;




          (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics,
materialmen, repairmen, construction contractors or other like Liens, so long as, in each case,
such Liens arise in the ordinary course of business;




          (e) (i) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation and (ii) pledges and
deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Parent Borrower or any
Restricted Subsidiary;





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          (f) deposits to secure the performance of bids, trade contracts, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs
and appeal bonds, performance bonds and other obligations of a like nature (including those to
secure health, safety and environmental obligations) incurred in the ordinary course of business;




          (g) easements, rights-of-way, restrictions (including zoning restrictions), encroachments,
protrusions and other similar encumbrances and minor title defects affecting real property that, in
the aggregate, do not materially interfere with the ordinary conduct of the business of the Parent
Borrower and its Restricted Subsidiaries and any title exceptions referred to in Schedule B to the
applicable Mortgage Policies (as defined in the CF Credit Agreement;




          (h) Liens arising from judgments or orders for the payment of money not constituting an Event
of Default under Section 8.01(g);




          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (A) such Liens
attach concurrently with or within two hundred and seventy (270) days after completion of the
acquisition, construction, repair, replacement or improvement (as applicable) of the property
subject to such Liens, (B) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness, replacements thereof and additions and accessions to such
property and the proceeds and the products thereof and customary security deposits and (C) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except
for additions and accessions to such assets, replacements and proceeds and products thereof and
customary security deposits) other than the assets subject to such Capitalized Leases; provided
that individual financings of equipment provided by one lender may be cross-collateralized to other
financings of equipment provided by such lender;




          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of
business which do not (i) interfere in any material respect with the business of the Parent
Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;




          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of
business;




          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on the items in the course of collection, (ii) attaching to commodity trading accounts or other
commodities brokerage accounts incurred in the ordinary course of business and not for speculative
purposes and (iii) in favor of a banking or other financial institution arising as a matter of law
encumbering deposits or other funds maintained with a financial institution (including the right of
set off) and that are within the general parameters customary in the banking industry;




          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 7.02(j) or Section 7.02(p) to be applied against the
purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in
a Disposition permitted under Section 7.05;





     (n) Liens on assets of CCOH and its Restricted Subsidiaries securing Indebtedness
permitted under Section 7.03(s);



          (o) Liens in favor of a Loan Party securing Indebtedness permitted under Section 7.03(d);




          (p) Liens existing on property at the time of its acquisition or existing on the property of
any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a
Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof (other than
Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in
contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien
does not extend to or cover any other assets or property (other than the proceeds or products
thereof and other than after-acquired property subjected to a




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Lien securing Indebtedness and other
obligations incurred prior to such time and which Indebtedness and other obligations are permitted
hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property,
it being understood that such requirement shall not be permitted to apply to any property to which
such requirement would not have applied but for such acquisition), and (iii) the Indebtedness
secured thereby is permitted under Section 7.03(e) or (g);





     (q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by
a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses
entered into by the Parent Borrower or any of the Restricted Subsidiaries in the ordinary
course of business;



          (r) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Parent Borrower or any of the Restricted
Subsidiaries as tenant, subtenant, licensee or sublicensee in the ordinary course of business;




          (s) Liens deemed to exist in connection with Investments in repurchase agreements under
Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens
attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary
course of business and not for speculative purposes;




          (t) Liens that are contractual rights of setoff (i) relating to the establishment of
depository relations with banks or other financial institutions not given in connection with the
issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Borrower
or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Parent Borrower and the Restricted Subsidiaries
or (iii) relating to purchase orders and other agreements entered into with customers of the Parent
Borrower or any of the Restricted Subsidiaries in the ordinary course of business;





     (u) Liens solely on any cash earnest money deposits made by the Parent Borrower or any
of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;




     (v) [Reserved]




     (w) ground leases in respect of real property on which facilities owned or leased by
the Parent Borrower or any of its Subsidiaries are located;



          (x) Liens arising from precautionary Uniform Commercial Code financing statement or similar
filings;




          (y) Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;




          (z) Liens on the Receivables Collateral securing Indebtedness and other obligations under the
CF Credit Agreement and CF Facility Documentation (or any Permitted Refinancing in respect
thereof); provided such Liens on any Collateral are subject to the Intercreditor Agreement (or, in
the case of any Permitted Refinancing thereof, another intercreditor agreement containing terms
that are at least as favorable to the Secured Parties as those contained in the Intercreditor
Agreement);




          (aa) Liens granted by any Securitization Entity on any Securitization Assets or accounts into
which collections or proceeds of Securitization Assets are deposited, in each case arising in
connection with a Qualified Securitization Financing;




          (bb) any zoning or similar law or right reserved to or vested in any Governmental Authority to
control or regulate the use of any real property that does not materially interfere with the
ordinary conduct of the business of the Parent Borrower and its Restricted Subsidiaries, taken as a
whole;





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          (cc) Liens on specific items of inventory or other goods and the proceeds thereof securing
such Person’s obligations in respect of documentary letters of credit or banker’s acceptances
issued or created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory or goods;




          (dd) the modification, replacement, renewal or extension of any Lien permitted by clause (b),
(i) or (p) of this Section 7.01; provided that (i) the Lien does not extend to any additional
property other than (A) after-acquired property that is affixed or incorporated into the property
covered by such Lien or financed by Indebtedness permitted under Section 7.03 and otherwise
permitted to be secured under this Section 7.01, and (B) proceeds and products thereof, and (ii)
the renewal, extension or refinancing of the obligations secured or benefited by such Liens is
permitted by Section 7.03;





     (ee) other Liens securing Indebtedness or other obligations in an aggregate principal
amount at any time outstanding not to exceed $50,000,000 determined as of the date of
incurrence; and




     (ff) Liens on property of any Restricted Subsidiary that is not a Loan Party securing
Indebtedness of such Restricted Subsidiary permitted pursuant to Section 7.03(b), 7.03(f),
7.03(g), 7.03(h), 7.03(n), 7.03(o), 7.03(r), 7.03(s), 7.03(cc) or 7.03(dd).



          Notwithstanding the foregoing, (x) until the Existing Notes Condition shall have been
satisfied, the Parent Borrower shall not, and shall not permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues,
whether now owned or hereafter acquired, to secure any Existing Notes, (y) the Parent Borrower
shall not, and shall not permit any Subsidiary (as defined in the Retained Existing Notes
Indenture) to, create, incur, assume or suffer to exist any Lien upon any stock or indebtedness of
any Retained Existing Notes Indenture Restricted Subsidiaries or any Principal Properties (as
defined in the CF Credit Agreement) of the Parent Borrower or any Subsidiary (as defined in the
Retained Existing Notes Indenture), whether now owned or hereafter acquired, securing Retained
Existing Notes Indenture Debt (other than (i) Liens securing the obligations under the CF
Facilities, (ii) Liens permitted by Section 6.11(f) of the CF Credit Agreement, (iii) Liens
permitted by this Section 7.01 to the extent constituting “Permitted Mortgages” (as defined in the
Retained Existing Notes Indenture) referenced in clause (i) of the second paragraph of Section 1006
of the Retained Existing Notes Indenture and (iv) Mortgages (as defined in the Retained Existing
Notes Indenture) upon stock or indebtedness of any corporation existing at the time such
corporation becomes a Subsidiary, or existing upon stock or indebtedness of a Subsidiary at the
time of acquisition of such stock or indebtedness, and any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any such Mortgage) and (z)
the Parent Borrower shall not, and shall not permit any Subsidiary (as defined in the Retained
Existing Notes Indenture) to, enter into a Sale-Leaseback Transaction (as defined in the Retained
Existing Notes Indenture) that is not permitted by the first sentence of Section 1007 of the
Retained Existing Notes Indenture




          SECTION 7.02. Investments. Make any Investments, except:




          (a) Investments by the Parent Borrower or any of its Restricted Subsidiaries in assets that
were Cash Equivalents when such Investment was made;





     (b) loans or advances to officers, directors and employees of Holdings (or any direct
or indirect parent thereof), the Parent Borrower or any Restricted Subsidiary (i) for
reasonable and customary business-related travel, entertainment, relocation and other
business purposes in the ordinary course of business or in accordance with previous
practice, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or
any direct or indirect parent thereof); provided that, to the extent such loans or advances
are made in cash, the amount of such loans and advances used to acquire such Equity
Interests shall be contributed to the Parent Borrower in cash and (iii) for purposes not
described in the foregoing clauses (i) and (ii), in an aggregate principal amount
outstanding under this clause (iii) not to exceed $20,000,000;




     (c) Investments in the CCU Term Note, and any modification, replacement, renewal,
reinvestment or extension thereof in accordance with Section 7.12(c);



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          (d) Investments (i) by the Parent Borrower or any Restricted Subsidiary that is a U.S. Loan
Party in the Parent Borrower or any Restricted Subsidiary that is a U.S. Loan Party, (ii) by any
Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan
Party in the Parent Borrower or any Restricted Subsidiary that is a Loan Party, (iv) by any Foreign
Loan Party in any other Foreign Loan Party, (v) by any Loan Party in any Restricted Subsidiary that
is not a U.S. Loan Party; provided that the aggregate amount of Investments made pursuant to this
clause (v) when aggregated with all Investments made pursuant to Section 7.02(j)(B) shall not
exceed at any time outstanding the sum of (x) the greater of $500,000,000 and 1.5% of Total Assets
at the time of such Investment and (y) the Available Amount at such time and (vi) by the Parent
Borrower or any Restricted Subsidiary (A) in any Foreign Subsidiary, constituting an exchange of
Equity Interests of such Foreign Subsidiary for Indebtedness or Equity Interests or a combination
thereof of such Foreign Subsidiary or another Foreign Subsidiary so long as such exchange does not
adversely affect the Collateral, (B) in any Foreign Subsidiary, constituting an exchange of Equity
Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (C)
constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing
to any Loan Party;




          (e) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the ordinary course of business;




          (f) Investments consisting of Liens, Indebtedness, transactions of the type subject to Section
7.04, Dispositions, Restricted Payments and prepayments, redemptions, purchases, defeasances or
other satisfactions of Indebtedness permitted under Sections 7.01, 7.03 (other than Section
7.03(d)), 7.04, 7.05 (other than Sections 7.05(d) or (e)), 7.06 (other than Section 7.06(d)) and
7.12, respectively;




          (g) Investments existing on the Specified Date (other than the CCU Term Note) or made pursuant
to legally binding written contracts in existence on the date hereof and set forth on Schedule
7.02(g) and any modification, replacement, renewal, reinvestment or extension of any of the
foregoing, to the extent permitted; provided that the amount of any Investment permitted pursuant
to this Section 7.02(g) is not increased from the amount of such Investment on the Specified Date
except pursuant to the terms of such Investment as of the Specified Date or as otherwise permitted
by another clause of this Section 7.02; 




          (h) Investments in Swap Contracts permitted under Section 7.03;




          (i) promissory notes and other non-cash consideration received in connection with Dispositions
permitted by Section 7.05;




          (j) the purchase or other acquisition of property and assets or businesses of any Person or of
assets constituting a business unit, a line of business or division of such Person, or Equity
Interests in a Person that, upon the consummation thereof, will be a wholly-owned Subsidiary of the
Parent Borrower (except to the extent permitted by subclause (B) below) (including as a result of a
merger, amalgamation or consolidation); provided that, with respect to each purchase or other
acquisition made pursuant to this Section 7.02(j) (each, a “Permitted Acquisition”):





     (A) to the extent required by the Collateral and Guarantee Requirement and the
Collateral Documents, the property, assets and businesses acquired in such purchase
or other acquisition shall constitute Collateral and each applicable Loan Party and
any such newly created or acquired Subsidiary (and, to the extent required under the
Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired
Subsidiary) shall be Guarantors and shall have complied with the requirements of
Section 6.11, within the times specified therein (for the avoidance of doubt, this
clause (A) shall not override any provisions of the Collateral and Guarantee
Requirement);




     (B) the aggregate amount of Investments made in Persons that do not become U.S.
Loan Parties pursuant to this clause (j), when aggregated with all Investments made
pursuant to Section 7.02(d)(iv), shall not exceed at any time outstanding the sum of
(i) the greater of



94









 






$500,000,000 and 1.5% of Total Assets at the time of such
Permitted Acquisition and (ii) the Available Amount at such time;




     (C) the acquired property, assets, business or Person is in a business
permitted under Section 7.07;




     (D) immediately before and immediately after giving effect to any such purchase
or other acquisition, no Default shall have occurred and be continuing; and




     (E) the Parent Borrower shall have delivered to the Administrative Agent, on
behalf of the Lenders, no later than five (5) Business Days after the date on which
any such purchase or other acquisition is consummated, a certificate of a
Responsible Officer, certifying that all of the requirements set forth in this
clause (j) have been satisfied or will be satisfied on or prior to the consummation
of such purchase or other acquisition;



          (k) the Transactions;




          (l) Investments in the ordinary course of business consisting of Uniform Commercial Code
Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with
customers consistent with past practices;




          (m) Investments (including debt obligations and Equity Interests) received in connection with
the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent
obligations of, or other disputes with, customers and suppliers arising in the ordinary course of
business or upon the foreclosure with respect to any secured Investment or other transfer of title
with respect to any secured Investment;




          (n) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and
not in excess of the amount of (after giving effect to any other loans, advances or Restricted
Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings
(or such direct or indirect parent) in accordance with Section 7.06(f), (g) or (l) so long as such
amounts are counted as Restricted Payments for purposes of such clauses;




          (o) (i)(A) Investments in a Securitization Entity in connection with a Qualified
Securitization Financing; provided that any such Investment in a Securitization Entity is in the
form of a contribution of additional Securitization Assets or as customary Investments in a
Securitization Entity in connection with a Qualified Securitization Financing, and (ii)
distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to
a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing.




          (p) other Investments that do not exceed in the aggregate at any time outstanding the sum of
(i) the greater of $900,000,000 and 3.0% of the Total Assets determined as of the date of such
Investment and (ii) the Available Amount at such time; provided, however, that the foregoing amount
may be increased, to the extent not otherwise included in the determination of the Available
Amount, an amount equal to any repayments, interest, returns, profits, distributions, income and
similar amounts actually received in cash in respect of any Investment pursuant to this clause (p)
(which amount referred to in this sentence shall not exceed the amount of such Investment valued at
the Fair Market Value of such Investment at the time such Investment was made); provided further,
however, that if the Parent Borrower or any of its Restricted Subsidiaries make any Investments in
Equity Interests of CCOH pursuant to this clause (p) that is a CCOH 90% Investment, upon CCOH and
its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries and not Excluded
Subsidiaries becoming. Subsidiary Guarantors and otherwise complying with Section 6.11, such
Investments shall be deemed to be have been made pursuant to Section 7.02(v)(ii) (and Investments
made by CCOH and its Subsidiaries which are Subsidiary Guarantors shall be deemed to have been
retroactively made by Loan Parties) and the amount previously utilized in connection with such
Investment under this clause (p) shall be restored;




          (q) advances of payroll payments to employees in the ordinary course of business;




95









 








          (r) Investments to the extent that payment for such Investments is made solely with Equity
Interests of Holdings (or by any direct or indirect parent thereof);




          (s) Investments held by a Restricted Subsidiary acquired after the Closing Date in a
transaction otherwise permitted under this Section 7.02 or of a Person merged or amalgamated with
or into the Parent Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in
accordance with Section 7.04 after the Closing Date to the extent that such Investments were not
made in contemplation of or in connection with such acquisition, merger, amalgamation or
consolidation and were in existence on the date of such acquisition, merger, amalgamation or
consolidation;




          (t) Guarantees by the Parent Borrower or any of its Restricted Subsidiaries of leases (other
than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;




          (u) for the avoidance of doubt to avoid double counting, Investments made by any Restricted
Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds
received by such Restricted Subsidiary from an Investment made pursuant to clauses (d)(v), (j)(B)
or (p) of this Section 7.02;




          (v) Investments (i) in CCOH and its Restricted Subsidiaries pursuant to the CCOH Cash
Management Arrangements and (ii) in CCOH constituting the acquisition of outstanding Equity
Interests of CCOH not owned by the Parent Borrower and the Restricted Subsidiaries (whether by
tender offer, open market purchase, merger or otherwise) so long as after giving effect to such
acquisition, CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic
Subsidiaries and not Excluded Subsidiaries become Subsidiary Guarantors hereunder and otherwise
comply with Section 6.11;




          (w) (i) cash Investments in any Foreign Subsidiary that is a Non-Loan Party by any Loan Party
to the extent returned in the form of a cash dividend, distribution or other payment substantially
concurrently with such cash Investment or (ii) non-cash Investments in any Foreign Subsidiary that
is a Non-Loan Party by any Loan Party in the form of intercompany debt issued to such Loan Party in
exchange for Equity Interests of another Foreign Subsidiary that is a Non-Loan Party that was held
by such Loan Party, in each case, consummated on or before the second anniversary of the Closing
Date in order to effect a corporate restructuring to improve the efficiency of repatriation of
foreign cash flows; and




          (x) Investments in non-wholly-owned Restricted Subsidiaries, joint ventures (regardless of the
legal form) and Unrestricted Subsidiaries not to exceed in the aggregate at any one time
outstanding the greater of $300,000,000 and 1.0% of Total Assets at the time of such Investment;
and




          (y) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the ordinary course of business.




          Notwithstanding the foregoing, until the Existing Notes Condition shall have been satisfied,
the Parent Borrower shall not directly acquire any material operating assets or Broadcast Licenses
that are not promptly contributed to one or more Restricted Subsidiaries, other than (i) Equity
Interests of Restricted Subsidiaries that are Subsidiary Guarantors or (ii) any wireless radio
licenses used for intercompany communications and satellite earth station authorizations used for
reception and transmission of programming or other communications; provided, however, such
requirement will not apply if the acquisition of such operating assets or Broadcast Licenses by a
Restricted Subsidiary (A) is reasonably likely to have material adverse tax, operational, or
strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good
faith by the Parent Borrower) or (B) requires any approval of the FCC or any other Governmental
Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable
efforts to obtain any such approval).




          SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, other than:




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          (a) Indebtedness of the Parent Borrower and the Restricted Subsidiaries under the Loan
Documents;




          (b) (i) Indebtedness existing on the Specified Date; provided that any Indebtedness (other
than Indebtedness refinanced on the Closing Date in connection with the Transactions) that is in
excess of (x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with
all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule
7.03(b)) shall only be permitted under this clause (b) to the extent that such Indebtedness is set
forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany
Indebtedness outstanding on the Closing Date hereof and any Permitted Refinancing thereof; provided
that all such Indebtedness (other than the Parent Borrower Obligor Cash Management Note) of any
Loan Party owed to any Person that is not a Loan Party shall be unsecured and subordinated to the
Obligations pursuant to an intercompany note reasonably satisfactory to the Administrative Agent;




          (c) Guarantees by the Parent Borrower or any of its Restricted Subsidiaries in respect of
Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries otherwise permitted
hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this
Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur
under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior
Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty
of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness
being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the
Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in
the subordination of such Indebtedness; provided that, in any event, any Guaranty of the New Senior
Notes or Permitted Additional Notes shall be subordinated to the Guarantee of the Obligations on
terms at least as favorable to the Lenders as those contained in the New Senior Notes Indenture on
the Closing Date;




          (d) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries owing to the
Parent Borrower or any other Restricted Subsidiary to the extent constituting an Investment
permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person
that is not a Loan Party (other than the Parent Borrower Obligor Cash Management Note) shall be
unsecured and subordinated to the Obligations pursuant to an intercompany note reasonably
satisfactory to the Administrative Agent;




          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases)
financing the acquisition, construction, repair, replacement or improvement of fixed or capital
assets; provided that such Indebtedness is incurred concurrently with or within two hundred and
seventy (270) days after the applicable acquisition, construction, repair, replacement or
improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and
(iii) Indebtedness arising under Capitalized Leases other than those in effect on the Specified
Date or entered into pursuant to subclauses (i) and (ii) of this clause (e) and, in the case of
clauses (i), (ii) and (iii), any Permitted Refinancing thereof; provided that not more than
$150,000,000 in aggregate principal amount of Indebtedness incurred pursuant to this paragraph (e)
shall be outstanding at any time;




          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates,
foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees
thereof;




          (g) [Reserved]




          (h) Indebtedness assumed in connection with any Permitted Acquisition: provided that such
Indebtedness is not incurred in contemplation of such acquisition, and any Permitted Refinancing of
any of the foregoing and so long as the aggregate principal amount of such Indebtedness and all
Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to
this paragraph (h) does not exceed $250,000,000, determined at the time of incurrence;




          (i) [Reserved];




          (j) Indebtedness representing deferred compensation to employees of the Parent Borrower or any
of its Subsidiaries incurred in the ordinary course of business;




97









 








          (k) Indebtedness to current or former officers, directors, managers, consultants and
employees, their Controlled Investment Affiliates or Immediate Family Members to finance the
purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof)
permitted by Section 7.06;




          (l) Indebtedness arising from agreements of the Parent Borrower or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each case,
incurred or assumed in connection with the disposition of any business, assets or a Subsidiary,
other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business or assets or a Subsidiary for the purpose of financing such acquisition; provided,
however, that such Indebtedness is not reflected on the balance sheet (other than by application of
FASB Interpretation No. 45 as a result of an amendment to an obligation in existence on the Closing
Date) of the Parent Borrower or any Restricted Subsidiary (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance sheet will not be
deemed to be reflected on such balance sheet for purposes of this clause (l));




          (m) [Reserved];




          (n) Cash Management Obligations and other Indebtedness in respect of netting services,
automatic clearinghouse arrangements, overdraft protections, employee credit card programs and
other cash management and similar arrangements in the ordinary course of business and any
Guarantees thereof;




          (o) Indebtedness in an aggregate principal amount at any time outstanding not to exceed
$1,000,000,000;




          (p) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary course of business;




          (q) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar
instruments issued or created in the ordinary course of business or consistent with past practice,
including in respect of workers compensation claims, health, disability or other employee benefits
or property, casualty or liability insurance or self-insurance or other Indebtedness with respect
to reimbursement-type obligations regarding workers compensation claims;




          (r) obligations in respect of performance, bid, appeal and surety bonds and performance and
completion guarantees and similar obligations provided by the Parent Borrower or any of the
Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with
past practice;




          (s) Indebtedness of CCOH and its Restricted Subsidiaries, the proceeds of which are solely
used to refinance the CCU Term Note, provided that the Net Cash Proceeds from such repayment is
applied to prepay the CF Facilities to the extent required by the CF Credit Agreement.




          (t) Indebtedness under the CF Facilities and any Permitted Refinancing thereof in an aggregate
principal amount not to exceed the aggregate principal amount of commitment under the CF Facilities
on the Closing date plus any Incremental Loans (as defined under the CF Facilities);





     (u) (i) Indebtedness and Guarantees by Guarantors in respect of the New Senior Notes in
an aggregate principal amount not to exceed $2,310,000,000 plus the PIK Interest Amount and
(ii) any Permitted Refinancing thereof;



          (v) [Reserved];




          (w) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses (a) through (u)
above and (x) through (aa) below;




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          (x) Guarantees incurred in the ordinary course of business in respect of obligations not
constituting Indebtedness to suppliers, customers, franchisees, lessors and licensees;




          (y) Indebtedness incurred in the ordinary course of business in respect of obligations of the
Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or
services or progress payments in connection with such goods and services;




          (z) Indebtedness in respect of (i) Permitted Additional Notes provided the Net Cash Proceeds
therefrom are immediately after the receipt thereof, used to prepay the CF Facilities to the extent
required by the CF Credit Agreement and (ii) any Permitted Refinancing of the foregoing;




          (aa) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the
face amount of such Letter of Credit;




          (bb) Indebtedness consisting of obligations of the Parent Borrower and its Restricted
Subsidiaries under deferred compensation to employees or other similar arrangements incurred by
such Person in connection with the Transactions, any Permitted Acquisition or any other Investment
expressly permitted hereunder;




          (cc) Indebtedness incurred by a Securitization Entity in a Qualified Securitization Financing
that is not recourse (except for Standard Securitization Undertakings) to Holdings or any of its
Subsidiaries or the Parent Borrower or any of its Subsidiaries (other than another Securitization
Entity); and




          (dd) Indebtedness of any Non-Loan Party that is a Restricted Subsidiary in an amount not to
exceed $400,000,000 at any one time outstanding.




          Notwithstanding the foregoing, no Restricted Subsidiary that is not a Loan Party will
guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary
becomes a Subsidiary Guarantor. In addition, notwithstanding the foregoing, (i) Restricted
Subsidiaries that are not Loan Parties may not incur Indebtedness pursuant to, without duplication,
the first paragraph of this Section and clauses (g), (h) and (o) of this Section in an aggregate
combined principal amount at any time outstanding in excess of $500,000,000 in each case determined
at the time of incurrence and (ii) until the Existing Notes Condition shall have been satisfied,
(A) the Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, create,
incur, assume or suffer to exist any Guarantee of the Existing Notes and (B) all Indebtedness owed
to the Parent Borrower by any Subsidiary Guarantor (other than the Parent Borrower Obligor Cash
Management Note) shall be unsecured and subordinated to the Obligations pursuant to an intercompany
note reasonably satisfactory to the Administrative Agent.




          For purposes of determining compliance with any Dollar-denominated restriction on the
incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a
foreign currency shall be calculated based on the relevant currency exchange rate in effect on the
date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of
revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund,
refinance, renew or defease other Indebtedness denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable
Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such extension, replacement, refunding, refinancing, renewal or
defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased plus the
aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing.




          The accrual of interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security
constituting Indebtedness at any date shall be the principal amount thereof that would be
shown on a balance sheet of the Parent Borrower dated such date prepared in accordance with GAAP.





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          SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that:




          (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower
(including a merger, the purpose of which is to reorganize the Parent Borrower into a new
jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person,
(y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated
under the Laws of the United States, any state thereof or the District of Columbia and (z) in the
case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall
have no direct Subsidiaries at the time of such merger or consolidation other than the Parent
Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent
Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other
Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity
Interests of the Parent Borrower shall be pledged as Collateral;




          (b) (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or
into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower
determines in good faith that such action is in the best interests of the Parent Borrower and its
Restricted Subsidiaries and if not materially disadvantageous to the Lenders;




          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary;
provided that if the transferor in such a transaction is a Loan Party, then the transferee must be
a Loan Party;




          (d) so long as no Default exists or would result therefrom,





     (i) the Parent Borrower may merge with any other Person; provided that (i) the Parent
Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or
surviving any such merger or consolidation is not the Parent Borrower (any such Person, the
“Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized
or existing under the laws of the United States, any state thereof, the District of Columbia
or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the
obligations of the Parent Borrower under this Agreement and the other Loan Documents to
which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the
other party to such merger or consolidation, shall have by a supplement to the Guaranty
confirmed that its Guarantee of the Obligations shall apply to the Successor Parent
Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other
party to such merger or consolidation, shall have by a supplement to each Security Agreement
confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s
obligations under this Agreement, and (E) the Parent Borrower shall have delivered to the
Administrative Agent an officer’s certificate and an opinion of counsel, each stating that
such merger or consolidation and such supplement to this Agreement or any Collateral
Document comply with this Agreement; provided, further, that if the foregoing are satisfied,
the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower
under this Agreement;




     (ii) (x) any Subsidiary Borrower may merge with any other Subsidiary Borrower and (y)
any Subsidiary Borrower may merge with any other Person (other than a Subsidiary Borrower);
provided that (i) such Subsidiary Borrower shall be the continuing or surviving corporation
or (ii) if the Person formed by or surviving any such merger or consolidation is not such
Subsidiary Borrower (any such Person, each a “Successor Subsidiary Borrower”), (A) the
Successor Subsidiary Borrower shall be an entity organized or existing under the laws of the
United States, any state thereof, the District of Columbia or any territory thereof, (B) the
Successor Subsidiary Borrower shall expressly assume all the obligations of the relevant
Subsidiary Borrower under this Agreement and the other Loan Documents to which such
Subsidiary Borrower is a party pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party
to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that
its Guarantee of the Obligations shall apply to such Successor



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Subsidiary Borrower’s obligations under this Agreement, (D) each Loan Party, unless it
is the other party to such merger or consolidation, shall have by a supplement to each
Security Agreement confirmed that its obligations thereunder shall apply to such Successor
Subsidiary Borrower’s obligations under this Agreement, and (E) the relevant Subsidiary
Borrower shall have delivered to the Administrative Agent an officer’s certificate and an
opinion of counsel, each stating that such merger or consolidation and such supplement to
this Agreement or any Collateral Document comply with this Agreement; provided, further,
that if the foregoing are satisfied, such Successor Subsidiary Borrower will succeed to, and
be substituted for, the relevant Subsidiary Borrower under this Agreement;



          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary that is
not a Borrower may merge or consolidate with any other Person (i) in order to effect an Investment
permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing
or surviving Person shall be the Parent Borrower or a Restricted Subsidiary, which together with
each of its Restricted Subsidiaries, shall have complied with the applicable requirements of
Section 6.11; and (B) in the case of subclause (ii) only, if the merger or consolidation involves a
Guarantor and such Guarantor is not the surviving Person, the surviving Restricted Subsidiary shall
expressly assume all the obligations of such Guarantor under this Agreement and the other Loan
Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agent;




          (f) the Merger may be consummated; and




          (g) so long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition
permitted pursuant to Section 7.05.




          Notwithstanding the foregoing, (A) until the Existing Notes Condition shall have been
satisfied, the Parent Borrower shall not permit any Restricted Subsidiary to transfer to the Parent
Borrower any material operating assets or Broadcast Licenses, other than (i) Equity Interests of
Restricted Subsidiaries which are Subsidiary Guarantors or (ii) any wireless radio licenses used
for intercompany communications and satellite earth station authorizations used for reception and
transmission of programming or other communications; provided that a Restricted Subsidiary may
transfer any such assets to the Parent Borrower if (x) the failure to do so is reasonably likely to
have material adverse tax, operational, or strategic consequences to the Parent Borrower or any
Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (y) required by the
FCC or any other Governmental Authority (the Parent Borrower agreeing to use commercially
reasonable efforts to obtain a waiver of such requirement) and (B) the Parent Borrower shall not,
transfer or participate any interests under any CCU Term Note other than to a Loan Party.




          SECTION
7.05. Dispositions. Make any Disposition or enter into any agreement to make any
Disposition, except:




          (a) Dispositions of obsolete, worn out, used or surplus property, whether now owned or
hereafter acquired, in the ordinary course of business and Dispositions of property no longer used
or useful in the conduct of the business of the Parent Borrower and the Restricted Subsidiaries;




          (b) Dispositions of inventory, goods held for sale in the ordinary course of business and
immaterial assets (including allowing any registrations or any applications for registration of any
IP Rights to lapse or go abandoned in the ordinary course of business);




          (c) Dispositions of property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the proceeds of such Disposition
are applied to the purchase price of such similar replacement property (which replacement property
is actually promptly purchased); provided that to the extent the property being transferred
constitutes Collateral, such replacement property shall be made subject to the Lien of the
Collateral Documents;




          (d) Dispositions of property to the Parent Borrower or a Restricted Subsidiary; provided that
if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party,
and to the extent




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such property is Collateral, it shall continue to constitute Collateral after such Disposition
or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted
under Section 7.02;




          (e) Dispositions permitted by Sections 7.02, 7.04, 7.06 and 7.12 and Liens permitted by
Section 7.01;




          (f) Dispositions of property (i) owned on the Closing Date that does not constitute Collateral
pursuant to sale-leaseback transactions; provided that all Net Cash Proceeds thereof shall be
applied to prepay the CF Facilities to the extent required by the CF Credit Agreement, and (ii)
acquired after the Closing Date that does not constitute Collateral pursuant to sale-leaseback
transactions;




          (g) Dispositions of Cash Equivalents;




          (h) leases, subleases, licenses or sublicenses (including the provision of software under an
open source license) (other than FCC Authorizations) and LMA’s, in each case in the ordinary course
of business and which do not materially interfere with the business of the Parent Borrower and the
Restricted Subsidiaries, taken as a whole;




          (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of
such Casualty Event;




          (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that
(i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default exists), no Default shall exist or would
result from such Disposition; (ii) the aggregate Fair Market Value of property Disposed of
pursuant to this clause (j) shall not exceed $900,000,000 since the Closing Date and (iii) with
respect to any Disposition pursuant to this clause (j) for a purchase price in excess of
$50,000,000, the Parent Borrower or any of the Restricted Subsidiaries shall receive not less than
75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of
all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens
permitted by Sections 7.01(a), (l) and (s) and clauses (i) and (ii) of Section 7.01(t)); provided,
however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Parent
Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the
footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities
that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by
the transferee with respect to the applicable Disposition and for which all of the Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any
securities received by such Restricted Subsidiary from such transferee that are converted by such
Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the
closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in
respect of such Disposition having an aggregate Fair Market Value, taken together with all other
Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time
outstanding, not in excess of $300,000,000 at the time of the receipt of such Designated Non-Cash
Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being
measured at the time received and without giving effect to subsequent changes in value, shall be
deemed to be cash;.




          (k) Dispositions of the Specified Assets; provided that the Net Cash Proceeds in respect
thereof shall be applied to prepay the CF Facilities to the extent required by the CF Credit
Agreement;




          (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant
to customary buy/sell arrangements between, the joint venture parties set forth in joint venture
arrangements and similar binding arrangements;




          (m) Dispositions of accounts receivable in connection with the collection or compromise
thereof;




          (n) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;




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          (o) Dispositions of all or any part of the assets listed on Schedule 7.05(o),




          (p) Dispositions of all or any part of the assets listed on Schedule 7.05(p);
provided, however, that the Net Cash Proceeds (for the avoidance of doubt, after giving effect to
clause (D) of the definition of “Net Cash Proceeds”, if applicable) of Dispositions pursuant to
this Section 7.05(p) shall be applied to prepay the CF Facilities in accordance with the CF Credit
Agreement;




          (q) Dispositions of Securitization Assets to a Securitization Entity in connection with a
Qualified Securitization Financing provided, however, that the Net Cash Proceeds (for the avoidance
of doubt, after giving effect to clause (D) of the definition of “Net Cash Proceeds”, if
applicable) of Dispositions pursuant to this Section 7.05(q) shall be applied to prepay the CF
Facilities in accordance with the CF Credit Agreement;




          (r) the unwinding of any Swap Contract;




          (s) (i) Permitted Asset Swap allowable under Section 1031 of the Code and (ii) other Permitted
Asset Swaps with a Fair Market Value not to exceed $50,000,000 in any calendar year; provided that,
in the case of clause (i) or (ii), the portion of the consideration received in exchange for the
disposed asset in the form of Cash Equivalents shall constitute proceeds of a Disposition subject
to Section 2.05; and




          (t) Dispositions of the Divestiture Assets and any other asset required to be Disposed of by
the FCC or other Governmental Authorities under applicable Laws.



provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to
Sections 7.05(d), 7.05(e), 7.05(i), 7.05(l), and 7.05(m)) shall be for no less than the Fair Market
Value of such property at the time of such Disposition. To the extent any Collateral is Disposed
of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such
Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if
requested by the Administrative Agent, upon the certification by the Parent Borrower that such
Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take
any actions deemed appropriate in order to effect the foregoing.




          Notwithstanding the foregoing, (A) until the Existing Notes Condition shall have been
satisfied, the Parent Borrower shall not permit any Restricted Subsidiary to transfer to the Parent
Borrower any material operating assets or Broadcast Licenses, other than (i) Equity Interests of
Restricted Subsidiaries which are Loan Parties or (ii) any wireless radio licenses used for
intercompany communications and satellite earth station authorizations used for reception and
transmission of programming or other communications; provided that a Restricted Subsidiary may
transfer any such assets to the Parent Borrower if (x) the failure to do so is reasonably likely to
have material adverse tax, operational, or strategic consequences to the Parent Borrower or any
Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (y) required by the
FCC or any other Governmental Authority (the Parent Borrower agreeing to use commercially
reasonable efforts to obtain a waiver of such requirement) and (B) the Parent Borrower shall not,
transfer or participate any interests under any CCU Term Note other than to a Loan Party.




          SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment,
except:




          (a) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower and to its
other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned
Restricted Subsidiary, to the Parent Borrower and any of its other Restricted Subsidiaries and to
each other owner of Equity Interests of such Restricted Subsidiary based on their relative
ownership interests of the relevant class of Equity Interests);




          (b) (i) the Parent Borrower may redeem in whole or in part any of its Equity Interests for
another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from
substantially concurrent equity contributions or issuances of new Equity Interests, provided that
any terms and provisions material to the interests of the Lenders, when taken as a whole, contained
in such other class of Equity Interests are at least as




103









 







advantageous to the Lenders as those contained in the Equity Interests redeemed thereby or (ii)
the Parent Borrower and each of its Restricted Subsidiaries may declare and make dividend payments
or other distributions payable solely in the Equity Interests (other than Disqualified Equity
Interests not otherwise permitted by Section 7.03) of such Person;




          (c) Restricted Payments made on the Closing Date to consummate the Transactions (including any
amounts to be paid under, or contemplated by, the Merger Agreement) and the fees and expenses
related thereto owed to Affiliates, including any payment to holders of Equity Interests of the
Parent Borrower (immediately prior to giving effect to the Transactions) in connection with, or as
a result of, their exercise of appraisal rights and the settlement of any claims or actions
(whether actual, contingent or potential) with respect thereto;




          (d) to the extent constituting Restricted Payments, the Parent Borrower and the Restricted
Subsidiaries may enter into and consummate transactions expressly permitted by any provision of
Section 7.02 (other than Section 7.02(n)), 7.04 (other than a merger or consolidation of Holdings
and the Parent Borrower) or 7.08 (other than Section 7.08(a) or (j));




          (e) repurchases of Equity Interests in Parent, the Parent Borrower or any of the Restricted
Subsidiaries deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;




          (f) the Parent Borrower may pay (or make Restricted Payments to allow any direct or indirect
parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value
of Equity Interests of the Parent Borrower (or of any such direct or indirect parent of the Parent
Borrower) by any future, present or former employee, director, officer, manager or consultant (or
any Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or
any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries upon the death,
disability, retirement or termination of employment of any such Person or otherwise pursuant to any
employee or director equity plan, employee or director stock option plan or any other employee or
director benefit plan or any agreement (including any stock subscription or shareholder agreement)
with any future, present or former employee, director, officer, manager or consultant of the Parent
Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries
(including, for the avoidance of doubt, any principal and interest payable on any notes issued by
the Parent Borrower (or of any direct or indirect parent of the Parent Borrower) in connection with
any such repurchase, retirement or other acquisition or retirement); provided that payments made
pursuant to this paragraph (f) may not exceed in any calendar year $50,000,000 with unused amounts
in any calendar year being carried over to succeeding calendar years subject to a maximum of
$75,000,000 in any calendar year; provided that any cancellation of Indebtedness owing to the
Parent Borrower in connection with and as consideration for a repurchase of Equity Interests of the
Parent Borrower (or any of its direct or indirect parents) shall not be deemed to constitute a
Restricted Payment for purposes of this clause (f); provided that such amount in any calendar year
may be increased by an amount not to exceed the sum of (1) the amount of Net Cash Proceeds of
Permitted Equity Issuances to employees, directors, officers, managers or consultants (or any
Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or any
direct or indirect parent thereof) or any of its Subsidiaries that occurs after the Closing Date
plus (2) the net cash proceeds of key man life insurance policies received by the Parent Borrower
or any of its Restricted Subsidiaries after the Closing Date;




          (g) the Parent Borrower may make Restricted Payments to Holdings or to any direct or indirect
parent of Holdings:





     (i) the proceeds of which will be used to pay (or make Restricted Payments to allow any
direct or indirect parent thereof to pay) the tax liability (including additions to tax,
penalties and interests with respect thereto) to each foreign, federal, state or local
jurisdiction in respect of which a consolidated, combined, unitary or affiliated return is
filed by Holdings (or such direct or indirect parent) that includes the Parent Borrower
and/or any of its Subsidiaries, to the extent such tax liability (including additions to
tax, penalties and interest with respect thereto) does not exceed the lesser of (A) the
taxes that would have been payable by the Parent Borrower and/or its Restricted Subsidiaries
as a stand-alone group and (B) the actual tax liability (including additions to tax,
penalties and interest with respect thereto) of Holdings’ consolidated, combined, unitary or
affiliated group (or, if Holdings is not the parent of the actual group, the taxes that
would have been paid by Holdings, the Parent Borrower and/or the Parent Borrower’s
Restricted
Subsidiaries as a stand-alone group), reduced by any such payments paid or to be paid
directly by the Parent Borrower or its Restricted Subsidiaries;



104









 







     (ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow
any direct or indirect parent thereof to pay) its operating costs and expenses incurred in
the ordinary course of business and other overhead costs and expenses (including
administrative, legal, accounting and similar expenses provided by third parties), which are
reasonable and customary and incurred in the ordinary course of business, to the extent
attributable to the ownership or operations of the Parent Borrower and its Restricted
Subsidiaries;




     (iii) the proceeds of which shall be used to pay (or make Restricted Payments to allow
any direct or indirect parent thereof to pay) franchise taxes and other fees, taxes and
expenses required to maintain its (or any of its direct or indirect parents’) legal
existence;




     (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided
that (A) such Restricted Payment shall be made substantially concurrently with the closing
of such Investment and (B) the Parent Borrower shall, immediately following the closing
thereof, cause (1) all property acquired (whether assets or Equity Interests) to be
contributed to the Parent Borrower or a Restricted Subsidiary (or Loan Party if the
Investment would have been required to be made in a Loan Party under Section 7.02) or (2)
the merger or amalgamation (to the extent not prohibited by Section 7.04) of the Person
formed or acquired into the Parent Borrower or a Restricted Subsidiary (or Loan Party if the
Investment would have been required to be made in a Loan Party under Section 7.02) in order
to consummate such Permitted Acquisition, in each case, in accordance with the applicable
requirements of Section 6.11;




     (v) the proceeds of which shall be used to pay (or make Restricted Payments to allow
any direct or indirect parent thereof to pay) costs, fees and expenses (other than to
Affiliates) related to any equity or debt offering not prohibited by this Agreement (whether
or not successful) and directly attributable to the operation of the Parent Borrower and its
Restricted Subsidiaries; and




     (vi) the proceeds of which shall be used to pay customary salary, bonus and other
benefits payable to officers and employees of Holdings or any direct or indirect parent
company of Holdings to the extent such salaries, bonuses and other benefits are attributable
to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries, only
to the extent such amounts are deducted, for the avoidance of doubt and notwithstanding
anything in this Agreement to the contrary, in calculating Consolidated EBITDA for any
period;



          (h) the Parent Borrower or any of its Restricted Subsidiaries may (a) pay cash in lieu of
fractional Equity Interests in connection with any dividend, split or combination thereof or any
Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness
and make cash payments in lieu of fractional shares in connection with any such conversion;




          (i) the payment of any dividend or distribution within 60 days after the date of declaration
thereof, if at the date of declaration (i) such payment would have complied with the provisions of
this Agreement and (ii) no Event of Default occurred and was continuing;





     (j) the declaration and payment of dividends on the Parent Borrower’s common stock
following the first public offering of the Parent Borrower’s common stock or the common
stock of any of its direct or indirect parents after the Closing Date, of up to 6% per annum
of the net proceeds received by or contributed to the Parent Borrower in or from any such
public offering, other than public offerings with respect to the Parent Borrower’s common
stock registered on Form S-4 or Form S-8;




     (k) purchases of Equity Interests of CCOH permitted by Section 7.02(p) or Section
7.02(v)(ii); and



105









 





          (l) in addition to the forgoing Restricted Payments and so long as no Default shall have
occurred and be continuing or would result therefrom, the Parent Borrower may make additional
Restricted Payments in an aggregate amount, together with the aggregate amount of repayments,
prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings
made pursuant to Sections 7.12(a)(vii), not to exceed the sum of (i) the greater of $400,000,000
and (ii) the Available Amount at such time.




     Notwithstanding anything to the contrary contained in Article VII (including Sections 7.02 and
7.12 and this Section 7.06), the Parent Borrower shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly pay any cash dividend or make any cash
distribution on or in respect of the Parent Borrower’s Equity Interests or purchase or otherwise
acquire for cash any Equity Interests of the Parent Borrower or any direct or indirect parent of
the Parent Borrower, for the purpose of directly or indirectly paying any cash dividend or making
any cash distribution to, or acquiring any Equity Interests of the Parent Borrower or any direct or
indirect parent of the Parent Borrower for cash from, the Sponsors, or guarantee any Indebtedness
of any Affiliate of the Parent Borrower for the purpose of paying such dividend, making such
distribution or so acquiring such Equity Interests to or from the Sponsors, in each case by means
of utilization of the cumulative dividend and investment credit provided by the use of the
Available Amount or the exceptions provided by Sections 7.02(n) and (p), Sections 7.06(i) and (l)
and Section 7.12(a)(vii), unless (x) at the time and after giving effect to such payment, the Total
Leverage Ratio for the Test Period than last ended is less than 6.0 to 1.0 and (y) such payment is
other-wise in compliance with this Agreement.



          SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially
different from those lines of business conducted by the Parent Borrower and the Restricted
Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto or
constituting a reasonable extension thereof.




          SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any
Affiliate of the Parent Borrower, whether or not in the ordinary course of business, other than:




          (a) transactions between or among the Parent Borrower or any of its Restricted Subsidiaries or
any entity that becomes a Restricted Subsidiary as a result of such transaction,




          (b) transactions on terms substantially as favorable to the Parent Borrower or such Restricted
Subsidiary as would reasonably be obtainable by the Parent Borrower or such Restricted Subsidiary
at the time in a comparable arm’s-length transaction with a Person other than an Affiliate,




          (c) the Transactions and the payment of fees and expenses related to the Transactions,




          (d) the issuance of Equity Interests to any officer, director, employee or consultant of the
Parent Borrower or any of its Subsidiaries or any direct or indirect parent of the Parent Borrower
in connection with the Transactions,




          (e) if, at the time of such payment and after giving effect so such payment, no Default or
Event of Default shall exist, the payment of management, consulting, monitoring, advisory and other
fees, indemnities and expenses to the Sponsors pursuant to the Sponsor Management Agreement (other
than any Sponsor Termination Fees), plus any unpaid management, consulting, monitoring, advisory
and other fees, indemnities and expenses accrued in any prior year,




          (f) Investments permitted under Section 7.02,




          (g) employment and severance arrangements between the Parent Borrower or any of its Restricted
Subsidiaries and their respective officers and employees in the ordinary course of business and
transactions pursuant to stock option plans and employee benefit plans and arrangements,




          (h) the payment of reasonable and customary fees and compensation consistent with past
practice or industry practices and reasonable out-of-pocket costs to, and indemnities provided on
behalf of, directors,



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officers, employees and consultants of the Parent Borrower and the Restricted Subsidiaries or
any direct or indirect parent of the Parent Borrower in the ordinary course of business to the
extent attributable to the ownership or operation of the Parent Borrower and the Restricted
Subsidiaries,




          (i) any agreement, instrument or arrangement as in effect as of the Specified Date (other than
the Sponsor Management Agreement) and set forth on Schedule 7.08, or any amendment thereto
(so long as any such amendment is not disadvantageous to the Lenders when taken as a whole in any
material respect as compared to the applicable agreement as in effect on the Specified Date as
reasonably determined in good faith by the board of directors of the Parent Borrower),




          (j) Restricted Payments permitted under Section 7.06 and prepayments, redemptions, purchases,
defeasances and satisfactions of Indebtedness permitted under Section 7.12,




          (k) [Reserved],




          (l) transactions in which the Parent Borrower or any of the Restricted Subsidiaries, as the
case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor
stating that such transaction is fair to the Parent Borrower or such Restricted Subsidiary from a
financial point of view or meets the requirements of clause (b) of this Section 7.08,




          (m) transactions with customers, clients, suppliers, or purchasers or sellers of goods or
services, in each case in the ordinary course of business and otherwise in compliance with the
terms of this Agreement that are fair to the Parent Borrower and the Restricted Subsidiaries, in
the reasonable determination of the board of directors or the senior management of the Parent
Borrower, or are on terms at least as favorable as would reasonably have been obtained at such time
from an unaffiliated party,




          (n) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of
Parent to any Permitted Holder or to any former, current or future director, manager, officer,
employee or consultant (or any Controlled Investment Affiliate or Immediate Family Member thereof)
of the Parent Borrower, any of its Subsidiaries or any direct or indirect parent thereof,




          (o) payments to or from, and transactions with, any joint venture in the ordinary course of
business, and




          (p) investments by the Sponsors in loans or debt securities (other than any debt securities
issued in connection with the Transactions) of the Parent Borrower or any of its Restricted
Subsidiaries so long as (A) the investment is being offered generally to other investors on the
same or more favorable terms and (B) the investment constitutes less than 5.0% of the proposed or
outstanding issue amount of such class of loans or securities (it being understood and agreed that
any purchase by the Sponsors of any loans or debt securities of the Parent Borrower or any of its
Restricted Subsidiaries in secondary market transactions are not restricted by this Section 7.08).




          SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability of (a) any
Restricted Subsidiary that is not a Loan Party to make Restricted Payments to any Loan Party (other
than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property
of such Person for the benefit of the Lenders with respect to the Facility and the Obligations or
under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to
Contractual Obligations that:





     (i) (A) exist on the Specified Date and (to the extent not otherwise permitted by this
Section 7.09) are listed on Schedule 7.09 hereto and (B) to the extent Contractual
Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness,
are set forth in any agreement evidencing any permitted modification, replacement, renewal,
extension or refinancing of such Indebtedness so long as such modification, replacement,
renewal, extension or refinancing does not expand the scope of such Contractual Obligation,



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     (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary
first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not
entered into in contemplation of such Person becoming a Restricted Subsidiary; provided
further that this clause (ii) shall not apply to Contractual Obligations that are binding on
a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,




     (iii) contracts for the sale of assets that impose restrictions on the assets to be
sold;




     (iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted
by Section 7.01(a), (l), (s), (t)(i) or (t)(ii) and relate to the property subject to such
Lien or (b) arise in connection with any Disposition permitted by Section 7.05,




     (v) are customary provisions in joint venture agreements and other similar agreements
applicable to joint ventures permitted under Section 7.02 and applicable solely to such
joint venture entered into in the ordinary course of business,




     (vi) are negative pledges and restrictions on Liens in favor of any holder of
Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge
relates to the property financed by or the subject of such Indebtedness (and excluding in
any event any Indebtedness constituting any Junior Financing or Retained Existing Notes) and
the proceeds and products thereof,




     (vii) are customary provisions contained in any leases, subleases, licenses,
sublicenses, LMAs or asset sale agreements otherwise permitted hereby so long as such
restrictions relate to the assets subject thereto, in each case, entered into in the
ordinary course of business,




     (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness
permitted pursuant to Section 7.03(e), 7.03(g) or 7.03(n)(as limited by the second paragraph
of Section 7.03) (with respect to non-Loan Parties) to the extent that such restrictions
apply only to the property or assets securing such Indebtedness,




     (ix) are customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of any Restricted Subsidiary,




     (x) are customary provisions restricting assignment of any agreement entered into in
the ordinary course of business,




     (xi) are restrictions on cash or other deposits imposed by customers under contracts
entered into in the ordinary course of business,




     (xii) are customary restrictions contained in the CF Credit Agreement, the CF Facility
Documentation, any New Senior Notes, and any Permitted Refinancing of any of the foregoing,




     (xiii) arise in connection with cash or other deposits permitted under Section 7.01,
and




     (xiv) are restrictions in any one or more agreements governing Indebtedness of a
Restricted Subsidiary that is not a Loan Party that is permitted to be incurred by Section
7.03.



          SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or
indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this
Agreement.




          SECTION 7.11. Accounting Changes. Make any change in fiscal year except to, upon written notice to
the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to
the Administrative Agent, in which case, the Parent Borrower and the Administrative Agent will, and
are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary
to reflect such change in fiscal year.




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          SECTION 7.12. Prepayments, Etc. of Indebtedness.




          (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner (it being understood that payments of regularly scheduled principal, interest
and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes,
any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is
subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent
Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) except





     (i) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing;




     (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity
Contribution made substantially contemporaneously with such prepayment, redemption,
purchase, defeasance or other satisfaction;




     (iii) prepayments and redemptions of Repurchased Existing Notes.




     (iv) on or after September 30, 2015, so long as no Default has occurred and is
continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New
Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000
and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of
which is the aggregate principal amount of such Indebtedness outstanding on such date for
United States federal income tax purposes and the denominator of which is $1,500,000,000;




     (v) beginning on the fifth anniversary of the date of issuance of the New Senior Toggle
Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a
Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness;




     (vi) the conversion of any Junior Financing to Equity Interests (other than
Disqualified Equity Interests) of Parent or any of its direct or indirect parents;




     (vii) so long as no Default is continuing or would result therefrom, redemptions,
purchases, defeasances and other payments in respect of Junior Financings prior to their
scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted
Payments made pursuant to Section 7.06(l), not to exceed the sum of (1) the greater of
$550,000,000 or 1.75% of Total Assets at such time and (2) the Available Amount at such
time; and




     (viii) the Parent Borrower may redeem, defease or discharge any AMFM Notes or
Designated 2010 Retained Existing Notes not purchased pursuant to the tender offers made in
connection with the Debt Repayment,




     (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to an offer
to purchase) Indebtedness outstanding under any New Senior Notes with the proceeds of any
asset disposition to the extent such proceeds are (i) not required to be used to prepay the
CF Facilities under the CF Credit Agreement and are not used to voluntarily prepay the CF
Facilities and (ii) required to be so applied under the New Senior Notes Indentures.



          (b) Make any payment in violation of any subordination terms of any Junior Financing
Documentation; and




          (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders
any term or condition of any Junior Financing Documentation, Retained Existing Notes Indenture, the
CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case
without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably
withheld); it being understood and agreed that any extension of the CCO Cash Management
Arrangements, the CCU Notes or the CCO



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Intercompany Agreements or any change in the interest rate on the CCU Notes approved by the
Board of Directors of the Parent Borrower, will be deemed not to be materially adverse to the
interests of the Lenders.




          SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries and Unrestricted Subsidiaries.




          (a) Permit any Subsidiary that is a wholly-owned Restricted Subsidiary to become a
non-wholly-owned Subsidiary, unless (i) such Restricted Subsidiary continues to be a Guarantor,
(ii) in connection with a Disposition of all or substantially all of the assets or all or a portion
of the Equity Interests of such Restricted Subsidiary permitted by Section 7.05, (iii) as a result
of the designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section
6.14 or (iv) the remaining Investment in such non-wholly-owned Subsidiary held by the Parent
Borrower or any Restricted Subsidiary is a permitted Investment under Section 7.02 (valued at the
Fair Market Value of such Investment at the time such Investment is deemed made).




          (b) Until the Existing Notes Condition shall have been satisfied, permit the Equity Interests
of any Unrestricted Subsidiary to be owned by any Person other than (i) one or more Restricted
Subsidiaries; provided that if such Unrestricted Subsidiary is a Material Domestic Subsidiary, then
such Equity Interests shall only be owned by a Subsidiary Guarantor or (ii) other Unrestricted
Subsidiaries whose Equity Interest are owned by Persons permitted under this Section 7.13(b).




ARTICLE VIII




Events of Default and Remedies




          SECTION
8.01. Events of Default. Each of the events referred to in clauses (a) through (l) of this
Section 8.01 shall constitute an “Event of Default”:




          (a) Non-Payment. Any Borrower fails to pay (i) when and as required to be paid herein, any
amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due,
any interest on any Loan or any other amount payable hereunder or with respect to any other Loan
Document; or




          (b) Specific Covenants. Any Borrower fails to perform or observe any term, covenant or
agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to any Borrower) or
6.13(b) or Article VII; or




          (c) Other Defaults. (i) Any Borrower fails to perform or observe any covenant or agreement
contained in Section 6.15 (other than any such failure resulting solely from actions taken by one
or more Persons not controlled directly or indirectly by the Parent Borrower or such Person’s (or
Persons’) failure to act in accordance with the instructions of the Parent Borrower or the
Administrative Agent) or Section 6.01(e) and such failure continues unremedied for a period of at
least 15 Business Days after the earlier of (x) a Responsible Officer has obtained knowledge of
such default or (y) receipt by the Parent Borrower of written notice thereof from the
Administrative Agent or (ii) any Loan Party fails to perform or observe any other covenant or
agreement (not specified in Section 8.01(a), (b) or (c)(i) above) contained in any Loan Document on
its part to be performed or observed and such failure continues for thirty (30) days after receipt
by the Parent Borrower of written notice thereof from the Administrative Agent; or




          (d) Representations and Warranties. Any representation, warranty, certification or statement
of fact made or deemed made by any Loan Party herein, in any other Loan Document, or in any
document required to be delivered in connection herewith or therewith shall be untrue in any
material respect when made or deemed made; or




          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment
beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness
hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with
all other Indebtedness as to which such a failure




110









 







shall exist) of not less than the Threshold Amount, (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness (other than any such Indebtedness in
respect of the CF Facilities), or any other event occurs (other than with respect to any such
Indebtedness in respect of the CF Facilities and other than, with respect to Indebtedness
consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such
Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness,
if such sale or transfer is permitted hereunder; provided further that such failure is unremedied
and is not waived by the holders of such Indebtedness prior to any termination of the Commitments
or acceleration of the Loans pursuant to Section 8.02 or (C) fails to observe or perform any other
agreement or condition relating to any Indebtedness in respect of the CF Facilities, or any other
event occurs with respect to the CF Facilities, and either (i) the holder or holders of such
Indebtedness (or the CF Administrative Agent on behalf of such holder or holders) cause such
Indebtedness to become due (automatically or otherwise) prior to its stated maturity or (ii) such
failure has not been cured or waived within 60 days; or




          (f) Insolvency Proceedings, Etc. Holdings, any Borrower or any Material Subsidiary institutes
or consents to the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for
sixty (60) calendar days, or an order for relief is entered in any such proceeding; or




          (g) Judgments. There is entered against any Loan Party or any Material Subsidiary a final
judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount
(to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment or order and has not denied or failed to acknowledge coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded
pending an appeal for a period of sixty (60) consecutive days; or




          (h) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
which has resulted or would reasonably be expected to result in liability of Holdings, any Borrower
or their respective ERISA Affiliates under Title IV of ERISA in an aggregate amount which would
reasonably be expected to result in a Material Adverse Effect, (ii) Holdings, any Borrower or any
of their respective ERISA Affiliates fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its Withdrawal Liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to
result in a Material Adverse Effect, or (iii) with respect to a funded Foreign Plan a termination,
withdrawal or noncompliance with applicable law or plan terms that would reasonably be expected to
result in a Material Adverse Effect; or




          (i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly permitted hereunder or
thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in
writing the validity or enforceability of any provision of any Loan Document; or any Loan Party
denies in writing that it has any or further liability or obligation under any Loan Document (other
than as a result of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or




          (j) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section
6.11 shall for any reason (other than pursuant to the terms hereof or thereof including as a result
of a



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transaction permitted under Section 7.04 or 7.05) cease to create, or any Lien purported to be
created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a
valid and perfected lien, with the priority required by the Collateral Documents (or other security
purported to be created on the applicable Collateral) on any material portion of the Collateral
purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the
extent that any such loss of perfection or priority results from the failure of the Administrative
Agent to file Uniform Commercial Code continuation statements; or




          (k) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the
Loan Documents for any reason shall cease to be “Senior Indebtedness” or “Guaranteed Senior
Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term)
under, and as defined in any Junior Financing Documentation governing Junior Financing with an
aggregate principal amount of not less than the Threshold Amount or (ii) the subordination
provisions set forth in any Junior Financing Documentation governing Junior Financing with an
aggregate principal amount of not less than the Threshold Amount shall, in whole or in part, cease
to be effective or cease to be legally valid, binding and enforceable against the holders of any
such Junior Financing, if applicable; or




          (l) Change of Control. There occurs any Change of Control.




          SECTION
8.02. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of the Required Lenders, take any or all of the
following actions:




          (a) declare Commitments of each Lender and any obligation of the L/C Issuers to make L/C
Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;




          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by each Borrower;




          (c) require that the Parent Borrower Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and




          (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;



provided that upon the occurrence of an actual or deemed entry of an order for relief with respect
to any Borrower under the Debtor Relief Laws, the Commitments of each Lender and any obligation of
the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and the obligation of the Parent Borrower to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case without further act of
the Administrative Agent or any Lender.




          SECTION 8.03. Application of Funds. Subject to the Intercreditor Agreement, after the exercise of
remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall
be applied by the Administrative Agent in the following order:





     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest, but including Attorney Costs
payable under Section 10.04 and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such;




     Second, to the payment of all Protective Advances



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     Third, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and interest) payable to the Lenders (including Attorney
Costs payable under Section 10.04 and amounts payable under Article III), ratably among them
in proportion to the amounts described in this clause Third payable to them;




     Fourth, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the
respective amounts described in this clause Fourth payable to them;




     Fifth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings, and Cash Management Obligations, ratably among the Secured
Parties in proportion to the respective amounts described in this clause Fifth held by them;




     Sixth, to the Administrative Agent for the account of the L/C Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;




     Seventh, to the payment of all other Obligations of the Loan Parties that are due and
payable to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the other Secured Parties on such date; and




     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Parent Borrower or as otherwise required by Law.


Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above and, if no Obligations remain
outstanding, to the Parent Borrower.




ARTICLE IX




Administrative Agent and Other Agents




          SECTION
9.01. Appointment and Authorization of the Administrative Agent.




          (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except
those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality
of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with
reference to any Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. The provisions of this Article (other than
Sections 9.10 and 9.12) are solely for the benefit of the Administrative Agent and the Lenders, and
neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.




          (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to
any acts taken or omissions suffered




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 by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and the applications and agreements for letters of credit pertaining to such Letters
of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the
definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.




          (c) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedge Bank and/or Cash Management Bank)
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to
hold any security interest created by the Collateral Documents for and on behalf of or on trust
for) such Lender and its Affiliates for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for
exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto. Without limiting the generality of
the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and
all documents (including releases) with respect to the Collateral and the rights of the Secured
Parties with respect thereto (including the Intercreditor Agreement), as contemplated by and in
accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and
agree that any such action by any Agent shall bind the Lenders.




          SECTION
9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under
this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien
on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising
any rights and remedies thereunder) by or through agents, sub-agents, employees or
attorneys-in-fact as shall be deemed necessary by the Administrative Agent (other than to a
Disqualified Institution) and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties. Each such sub-agent and the Affiliates
of the Administrative Agent and each such sub-agent shall be entitled to the benefits of all
provisions of this Article IX and Sections 10.04 and 10.05 (as though such sub-agents were the
“Administrative Agent” under the Loan Documents) as if set forth in full herein with respect
thereto. The Administrative Agent shall not be responsible for the negligence or misconduct of any
agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or
willful misconduct (as determined in the final judgment of a court of competent jurisdiction).




          SECTION
9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken
or omitted to be taken by any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for its own gross negligence or willful
misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection
with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by any Loan Party or any
officer thereof, contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by any Agent under or in
connection with, this Agreement or any other Loan Document, or the execution, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or the perfection or priority of any Lien or security interest created or purported to be
created under the Collateral Documents, or for any failure of any Loan Party or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lender or participant to ascertain or to inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or the perfection
or priority of any Lien or security interest created or purported to be created by the Collateral
Documents, (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or
(vi) or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. No
Agent-Related Person shall have any duties or obligations to any



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Lender or participant except those expressly set forth herein and in the other Loan Documents,
and without limiting the generality of the foregoing, the Agent-Related Persons:




          (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




          (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that such Person is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan Documents), provided that such Person shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any
Loan Document or applicable law; and




          (c) shall not be required to carry out any “know your customer” or other checks in relation to
any person on behalf of any Lender and each Lender confirms to the Administrative Agent that it is
solely responsible for any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Administrative Agent or any of its Affiliates.




          No Agent-Related Person be liable (i) to any participant or Secured Party or their Affiliates
for any action taken or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or such Person shall
believe in good faith shall be necessary under the circumstances) or (ii) in the absence of its own
gross negligence or willful misconduct, as determined by a final judgment of a court of competent
jurisdiction.




          SECTION 9.04. Reliance by the Administrative Agent.




          (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons, and upon advice and statements
of legal counsel (including counsel to any Loan Party), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the
Required Lenders (or such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders; provided that the Administrative Agent shall not be required to take any
action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Loan Document or applicable Law.




          (b) For purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.




          SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from a Lender or any
Borrower referring to this Agreement, describing such Default and stating that such notice is a
“notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to any Event of Default as
may be directed by the Required Lenders in accordance with Article VIII; provided that unless and
until the Administrative Agent has received any such direction, the Administrative Agent may (but
shall not be obligated



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 to) take such action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable or in the best interest of the Lenders.




          SECTION
9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that
no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent
hereafter taken, including any consent to and acceptance of any assignment or review of the affairs
of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to each Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the Borrowers and the other
Loan Parties hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers and the other Loan
Parties. Except for notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related Person.




          SECTION
9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand the Administrative Agent and each other
Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without
limiting the obligation of any Loan Party to do so), pro rata, and hold harmless the Administrative
Agent and each other Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person
of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross
negligence or willful misconduct, as determined by the final judgment of a court of competent
jurisdiction; provided that no action taken in accordance with the directions of the Required
Lenders (or such other number or percentage of the Lenders as shall be required by the Loan
Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of
this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any
Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or
proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrowers, provided that such reimbursement by
the Lenders shall not affect the Borrowers’ continuing reimbursement obligations with respect
thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate
Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.




          SECTION
9.08. Withholding Tax. To the extent required by any applicable law, the Agents may
withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If
the Internal Revenue Service or any other authority of the United States or other jurisdiction
asserts a claim that an Agent did not properly withhold tax from amounts paid to or for the account
of any Lender for any reason (including, without limitation, because the appropriate form was not
delivered or not property executed, or because such Lender failed to notify the Agent of a change
in circumstance that rendered the exemption from, or reduction of withholding tax ineffective),
such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not
already been reimbursed by the Borrowers and without limiting or expanding the obligation of the
Borrowers to do so) for all amounts paid, directly or indirectly, by the Agent as taxes or
otherwise, including any interest, additions to tax or penalties thereto, together with all
expenses incurred, including legal expenses and any other out-of-pocket



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expenses, whether or not such taxes were correctly or legally imposed or asserted by the
relevant Government Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.




          SECTION 9.09. Agents in Their Individual Capacities.




          (a) Each Person serving as an Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent
and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as an Agent hereunder in its individual
capacity. Each Agent and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with each of the Loan Parties and their
respective Affiliates as though such Agent were not an Agent or an L/C Issuer hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities,
any Agent or its Affiliates may receive information regarding any Loan Party or any of its
Affiliates (including information that may be subject to confidentiality obligations in favor of
such Loan Party or such Affiliate) and acknowledge that no Agent shall be under any obligation to
provide such information to them. With respect to its Loans, each Agent shall have the same rights
and powers under this Agreement as any other Lender and may exercise such rights and powers as
though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include each
Agent in its individual capacity.




          (b) Each Lender understands that the Person serving as Administrative Agent, acting in its
individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide
range of financial services and businesses (including investment management, financing, securities
trading, corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 9.09 as “Activities”) and may engage in the Activities
with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore,
the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including the
Loan Parties and their Affiliates and including holding, for its own account or on behalf of
others, equity, debt and similar positions in the Parent Borrower, another Loan Party or their
respective Affiliates), including trading in or holding long, short or derivative positions in
securities, loans or other financial products of one or more of the Loan Parties or their
Affiliates. Each Lender understands and agrees that in engaging in the Activities, the Agent’s
Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates
(including information concerning the ability of the Loan Parties to perform their respective
Obligations hereunder and under the other Loan Documents) which information may not be available to
any of the Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor
any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of
the Lenders, and shall not be liable for the failure to so disclose or use, any information
whatsoever about or derived from the Activities or otherwise (including any information concerning
the business, prospects, operations, property, financial and other condition or creditworthiness of
any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits
obtained in connection with the Activities, except that the Administrative Agent shall deliver or
otherwise make available to each Lender such documents as are expressly required by any Loan
Document to be transmitted by the Administrative Agent to the Lenders.




          (c) Each Lender further understands that there may be situations where members of the Agent’s
Group or their respective customers (including the Loan Parties and their Affiliates) either now
have or may in the future have interests or take actions that may conflict with the interests of
any one or more of the Lenders (including the interests of the Lenders hereunder and under the
other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be
required to restrict its activities as a result of the Person serving as Administrative Agent being
a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any
Activities without further consultation with or notification to any Lender. None of (i) this
Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information
(including Information) concerning the Loan Parties or their Affiliates (including information
concerning the ability of the Loan Parties to perform their respective Obligations hereunder and
under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary,
equitable or contractual duties (including without limitation any duty of trust or confidence)
owing by the Administrative Agent or any member of the Agent’s Group to any Lender including any
such duty that would



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prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan
Parties or their Affiliates) or for its own account.




          SECTION 9.10. Successor Administrative Agent. The Administrative Agent may resign as the
Administrative Agent upon thirty (30) days’ prior notice to the Lenders and the Parent Borrower.
If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by
the Parent Borrower at all times other than during the existence of an Event of Default under
Section 8.01(f) (which consent of the Parent Borrower shall not be unreasonably withheld or
delayed). If no successor agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and
the Parent Borrower, a successor agent from among the Lenders. Upon the acceptance of its
appointment as successor agent hereunder, the Person acting as such successor agent shall succeed
to all the rights, powers and duties of the retiring Administrative Agent, and the term
“Administrative Agent” shall mean such successor administrative agent and/or supplemental
administrative agent, as the case may be, and the retiring Administrative Agent’s appointment,
powers and duties as the Administrative Agent shall be terminated. After the retiring
Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this Agreement. If no
successor agent has accepted appointment as the Administrative Agent by the date which is thirty
(30) days following the retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders
shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such amendments or
supplements to the Mortgages, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the
Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that
the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under the Loan Documents (if not already discharged therefrom as provided
above in this Section 9.10). After the retiring Administrative Agent’s resignation hereunder as
the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent.




          Any resignation by the Administrative Agent as Administrative Agent pursuant to this Section
shall also constitute its resignation as an L/C Issuer and Swing Line Lender. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer
and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents, and
(iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit issued by the Administrative Agent, if any, outstanding at the time of such succession or
make other arrangements satisfactory to the retiring L/C Issuer effectively to assume the
obligations of the retiring L/C Issuer with respect to such Letters of Credit.




          SECTION
9.11. Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:




          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and




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          (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their respective
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and
10.04.




          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




          SECTION 9.12. Collateral and Guaranty Matters. The Lenders irrevocably agree:




          (a) that any Lien on any property granted to or held by the Administrative Agent under any
Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not
yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent
indemnification obligations not yet accrued and payable) and the expiration or termination of all
Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C
Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C
Issuer in its sole discretion, for which a backstop letter of credit is in place), (ii) at the time
the property subject to such Lien is transferred or to be transferred as part of or in connection
with any transfer permitted hereunder or under any other Loan Document to any Person other than a
Loan Party (it being understood that in the event that property that constitutes Collateral is
transferred to any Loan Party, such property shall continue to constitute Collateral under the Loan
Documents), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or
ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned
by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its
Guaranty pursuant to clause (c) below;




          (b) to release or subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01(i); and




          (c) that any Subsidiary Guarantor shall be automatically released from its obligations under
the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or
designation permitted hereunder; provided that no such release shall occur if such Guarantor
continues to be a guarantor in respect of the New Senior Notes, or any Junior Financing.




          Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Subsidiary Guarantor from its obligations under the
Guaranty pursuant to this Section 9.12. In each case as specified in this Section 9.12, the
Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent
to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release or subordination of
such item of Collateral from the assignment and security interest granted under the Collateral
Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in
each case in accordance with the terms of the Loan Documents and this Section 9.12.




          SECTION 9.13. Other Agents; Arrangers and Managers. Except as expressly provided herein, none of
the Lenders or other Persons identified on the facing page or signature pages of this Agreement as
a “syndication agent,” “documentation agent,” “joint bookrunner” or “joint lead arranger” shall
have any right, power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders
or other Persons so identified shall have or be deemed to have



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any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.




          SECTION 9.14. Appointment of Supplemental Administrative Agents.




          (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no
violation of any Law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as agent or trustee in such jurisdiction. It is recognized
that in case of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case the Administrative
Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any
of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any
other action which may be desirable or necessary in connection therewith, the Administrative Agent
is hereby authorized to appoint an additional individual or institution selected by the
Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative
agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Administrative
Agent” and collectively as “Supplemental Administrative Agents”).




          (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent
with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or
intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to
enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with
respect to such Collateral and to perform such duties with respect to such Collateral, and every
covenant and obligation contained in the Loan Documents and necessary to the exercise or
performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by
either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions
of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall
inure to the benefit of such Supplemental Administrative Agent and all references therein to the
Administrative Agent shall be deemed to be references to the Administrative Agent and/or such
Supplemental Administrative Agent, as the context may require.




          (c) Should any instrument in writing from any Loan Party be required by any Supplemental
Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting
in and confirming to him or it such rights, powers, privileges and duties, the Parent Borrower or
Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver
any and all such instruments promptly upon request by the Administrative Agent. In case any
Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting,
resign or be removed, all the rights, powers, privileges and duties of such Supplemental
Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the
Administrative Agent until the appointment of a new Supplemental Administrative Agent.




          SECTION 9.15. Intercreditor Agreement. The Administrative Agent is authorized to enter into the
Intercreditor Agreement, and the parties hereto acknowledge that the Intercreditor Agreement is
binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions
contrary to the provisions of the Intercreditor Agreement and (b) hereby authorizes and instructs
the Administrative Agent to enter into the Intercreditor Agreement and to subject the Liens on the
Receivables Collateral securing the Obligations to the provisions thereof. The foregoing
provisions are intended as an inducement to the CF Secured Parties (as such term is defined in the
Intercreditor Agreement) to extend credit to the borrowers under the CF Credit Agreement and such
CF Secured Parties are intended third-party beneficiaries of such provisions and the provisions of
the Intercreditor Agreement.




ARTICLE X




Miscellaneous




          SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or
waiver of any provision of this Agreement or any other Loan Document (other than the Intercreditor




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Agreement), and no consent to any departure by any Borrower or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Parent Borrower or the
applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided that, no such
amendment, waiver or consent shall:




          (a) extend or increase the Commitment of any Lender without the written consent of such Lender
(it being understood that none of (i) a waiver of any condition precedent set forth in Section
4.02, (ii) the waiver of any Default, mandatory prepayment or mandatory reduction of the
Commitments, or (iii) the making of any Protective Advance shall constitute an extension or
increase of any Commitment of any Lender);




          (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or
interest under Section 2.07 or 2.08 or fee under Section 2.03 or 2.09(a) without the written
consent of each Lender directly affected thereby;




          (c) reduce the principal of, or the rate of interest or premium specified herein on, any Loan
or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby, it being understood that any change to the definition of
Total Leverage Ratio or Secured Leverage Ratio or in the component definitions thereof shall not
constitute a reduction in the rate of interest; provided that, only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of
any Borrower to pay interest at the Default Rate;




          (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro
Rata Share”, 2.06(c) relating to pro rata sharing, 2.13 or 8.03 without the written consent of each
Lender affected thereby;




          (e) release all or substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Lender;




          (f) other than in a transaction permitted under Section 7.04, release all or substantially all
of the aggregate value of the Obligations of the Subsidiary Borrowers and the Guaranty, without the
written consent of each Lender;




          (g) change the currency in which any Loan is denominated or interest or fees thereon is paid
without the written consent of the Lender holding such Loans;




          (h) amend the definition of “Interest Period” to allow intervals in excess of six months or
shorter than one month without the agreement of each affected Lender without the written consent of
each Lender affected thereby; or




          (i) increase the advance rate provided for in the definition of the term “Borrowing Base”
above 90% without the written consent of each Lender or (b) make any other increase in the advance
rate provided for in the definition of the term “Borrowing Base” or make any change to the
definition (or any other defined term set forth therein) of the term “Borrowing Base” if as a
result thereof the amounts available to be borrowed by the Borrowers would be increased, without
the written consent of the Supermajority Lenders, provided that the foregoing clauses (a) and (b)
shall not limit the discretion of the Administrative Agent to change, establish or eliminate any
Reserves without the consent of the Supermajority Lenders; or;



and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed
by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C
Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing
Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of, or any fees or other amounts payable to, the Administrative Agent under this
Agreement or any other Loan



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Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the
time of such amendment, waiver or other modification. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder, except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender (it being understood that any Commitments or Loans held or
deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder
requiring any consent of the Lenders).




          No amendment or waiver of any provision of the Intercreditor Agreement shall be effective
unless consented to in writing by the Required Lenders, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.




          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Parent Borrower (a)
to add one or more additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan Documents and the
Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include
appropriately the Lenders holding such credit facilities in any determination of the Required
Lenders.




          The Parent Borrower will not directly or indirectly, pay or cause to be paid any
consideration, to or for the benefit of any Lender for or as an inducement to any consent, waiver
or amendment of any of the terms or provisions of this Agreement or any other Loan Document unless
such consideration is offered to be paid to all Lenders and is paid to all Lenders that consent,
waive or agree to amend in the time frame set forth in the documents relating to such consent,
waiver or agreement.




          SECTION 10.02. Notices and Other Communications; Facsimile Copies.




          (a) General. Unless otherwise expressly provided herein, all notices and other communications
provided for hereunder or under any other Loan Document shall be in writing (including by facsimile
or electronic transmission). All such written notices shall be mailed, faxed or delivered to the
applicable address, facsimile number or electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:





     (i) if to any Borrower, any other Loan Party, the Administrative Agent, an L/C Issuer
or the Swing Line Lender, to the address, facsimile number, electronic mail address or
telephone number specified for such Person on Schedule 10.02 or to such other
address, facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the other parties; and




     (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Parent Borrower, the Administrative Agent, the L/C Issuers and the
Swing Line Lender.


All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,
four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; (D) if delivered by electronic mail (which
form of delivery is subject to the provisions of Section 10.02(c)), when delivered and (E) if
delivered by posting to a Platform, an Internet website or a similar telecommunication device
requiring that a user have prior access to such Platform, website or other device (to the extent
permitted by Section 10.02(d) to be delivered thereunder), when such notice, demand, request,
consent and other communication shall have been made generally available on such Platform, Internet
website or similar device to the class of Person being notified (regardless of whether any such
Person must accomplish, and whether or not any such Person shall have accomplished, any action
prior to obtaining access to such items, including registration, disclosure of contact information,
compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person
has been notified in respect



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of such posting that a communication has been posted to the Platform; provided that notices and
other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender
pursuant to Article II or Article IX shall not be effective until actually received by such Person.
In no event shall a voice mail message be effective as a notice, communication or confirmation
hereunder.




          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted
and/or signed by facsimile or other electronic communication (i.e., TIF or PDF or other similar
communication). The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually signed originals and shall be binding on
all Loan Parties, the Agents and the Lenders.




          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. Each Borrower, jointly and severally, shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of such Borrower
in the absence of gross negligence or willful misconduct of such Person, as determined by a final
judgment of a court of competent jurisdiction. All telephonic notices to the Administrative Agent
may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.




          (d) Notwithstanding clause (a) (unless the Administrative Agent requests that the provisions
of clause (a) be followed) and any other provision in this Agreement or any other Loan Document
providing for the delivery of any Approved Electronic Communication by any other means, the Loan
Parties shall deliver all Approved Electronic Communications to the Administrative Agent by
properly transmitting such Approved Electronic Communications in an electronic/soft medium in a
format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com or such
other electronic mail address (or similar means of electronic delivery) as the Administrative Agent
may notify to the Parent Borrower. Nothing in this clause (d) shall prejudice the right of the
Administrative Agent or any Lender to deliver any Approved Electronic Communication to any Loan
Party in any manner authorized in this Agreement or to request that the Parent Borrower effect
delivery in such manner.




          SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by Law.




          SECTION 10.04. Attorney Costs and Expenses. (a) The Parent Borrower agrees if the Closing Date
occurs, to pay or reimburse the Administrative Agent, the Syndication Agents the Documentation
Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred
in connection with the preparation, negotiation, syndication and execution of this Agreement and
the other Loan Documents and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and thereby, including all
Attorney Costs of Cahill Gordon & Reindel llp and one local and foreign counsel in each
relevant jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the
Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and
expenses incurred in connection with the enforcement of any rights or remedies under this Agreement
or the other Loan Documents (including all such costs and expenses incurred during any legal
proceeding, including any proceeding under any Debtor Relief Law, and including Attorney Costs but
limited to those of one counsel to the Administrative Agent and the Lenders (and one local counsel
in each applicable jurisdiction and, in the event of any actual conflict of interest, one
additional counsel to the affected parties). The agreements in this Section 10.04 shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts
due under this Section 10.04 shall be paid promptly following receipt by the Parent Borrower of an
invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails
to pay when due any costs, expenses or other




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amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf
of such Loan Party by the Administrative Agent in its sole discretion.




          SECTION 10.05. Indemnification by the Borrowers. Each Borrower shall, jointly and severally,
indemnify and hold harmless the Administrative Agent, each Lender, the Arrangers and their
respective Affiliates, directors, officers, employees, agents, trustees or advisors (collectively
the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent
and Arrangers and one counsel to the other Lenders (and one local counsel in each applicable
jurisdiction for each such group and, in the event of any actual conflict of interest, one
additional counsel to the affected parties)) of any kind or nature whatsoever which may at any time
be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or
arising out of or in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), or (c) any actual or alleged presence or Release or
threat of Release of Hazardous Materials on, at, under or from any property or facility currently
or formerly owned or operated by any Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability arising out of the activities or operations of any Borrower, any Subsidiary
or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct,
as determined by the final, non-appealable judgment of a court of competent jurisdiction, of such
Indemnitee or of any affiliate, director, officer, member, employee, agent, trustee or advisor of
such Indemnitee or (y) a breach of any obligations under any Loan Document by such Indemnitee or of
any affiliate, director, officer, employee, agent, trustee or advisor of such Indemnitee as
determined by the final, non-appealable judgment of a court of competent jurisdiction. To the
extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be
unenforceable in whole or in part because they are violative of any applicable law or public
policy, the Borrowers shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the
Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by
others of any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall any Indemnitee or any
Loan Party have
 any liability for any special, punitive, indirect or consequential damages relating
to this Agreement or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date). In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding is brought by any
Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether
or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions
contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due
under this Section 10.05 shall be paid within 10 Business Days after written demand therefor. The
agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.




          SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers
is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and
such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent upon demand



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its applicable share of any amount so recovered from or repaid by any Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to
the applicable Overnight Rate from time to time in effect.




          SECTION 10.07. Successors and Assigns.




          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither
Holdings nor any Borrower may, except as permitted by Section 7.04, assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in
accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Sections 10.07(g) and 10.07(i) or (iv) to an SPC
in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in Section
10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement; provided, however, that the Parent
Borrower (both prior to and after the consummation of the Merger) shall be deemed to be a
third-party beneficiary of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more Persons (“Assignees”) all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans (including for purposes of
this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed, it
being understood that the Parent Borrower shall have the right to withhold its consent if the
Parent Borrower would be required to obtain the consent of, or make a filing or registration with,
a Governmental Agency) of:





     (A) the Parent Borrower, provided that no consent of the Parent Borrower shall be
required or, for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or,
if an Event of Default under Section 8.01(a) or, solely with respect to any Borrower,
Section 8.01(f) has occurred and is continuing, any Assignee;




     (B) the Administrative Agent;




     (C) each Principal L/C Issuer at the time of such assignment, provided that no consent
of any Principal L/C Issuer shall be required for an assignment to an Agent or any Affiliate
thereof; and




     (D) the Swing Line Lender.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or such
other date on which such Assignment and Assumption is effective) shall not be less than and
shall be an integral multiple of (x) an amount of $5,000,000 unless each of the Parent
Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent
of the Parent Borrower shall be required if an Event of Default under Section 8.01(a) or,
solely with respect to any Borrower, Section 8.01(f) has occurred and is continuing and (2)
such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved
Funds, if any;



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     (B) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any Assignment;




     (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and




     (D) the Assignee shall comply with Section 3.01(b) and (c) or Section 3.01(d), as
applicable.



          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Facilities on a non-pro rata basis.




          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts
and circumstances occurring prior to the effective date of such assignment). Upon request, and the
surrender by the assigning Lender of its Note, the Borrowers (at their expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this clause (c) shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.07(e).




          (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C
Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section
2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents
and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Parent Borrower, any Agent
and, with respect to itself, any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




          (e) Any Lender may at any time, without the consent of, or notice to, the Parent Borrower or
the Administrative Agent, sell participations to any Person (other than a natural person) (each, a
"Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii)
the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and
to approve any amendment, modification or waiver of any provision of this Agreement or the other
Loan Documents; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that directly affects such Participant. Subject to
Section 10.07(f), the Borrowers agree that each Participant shall be entitled to the benefits of
Sections 3.01 (subject to the requirements of Section 3.01(b) and (c) or Section 3.01(d), as
applicable), 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each
Participant also shall be entitled to the benefits of Section 10.10 as though it were a Lender;
provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.
Each Lender that sells a participation




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shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on
which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each participant’s interest in the Loans or other obligations under this Agreement
(the “Participant Register”). The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each person whose name is recorded in the Participant
Register as the owner of the participation in question for all purposes of this Agreement
notwithstanding any notice to the contrary.




          (f) A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless, in the case of Section 3.01, the sale of the
participation to such Participant is made with the Parent Borrower’s prior written consent (not to
be unreasonably withheld or delayed).




          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Parent Borrower (an “SPC”) the
option to provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the
grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrowers under this Agreement (including their
obligations under Section 3.01, 3.04 or 3.05), except, in the case of Section 3.01, the increase or
change results from a Change in Law after the SPC becomes a SPC and the grant was made with the
Parent Borrower’s prior written consent (not to be unreasonably withheld or delayed), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this Agreement for which a
Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the
approval of any amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with
notice to, but without prior consent of the Parent Borrower and the Administrative Agent and with
the payment of a processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Loans to any rating agency, commercial paper
dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.




          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in
accordance with applicable Law create a security interest in all or any portion of the Loans owing
to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security
interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the
trustee for holders of obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the
pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall
not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such
trustee may have acquired ownership rights with respect to the pledged interest through foreclosure
or otherwise.




          (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing
Line Lender may, upon thirty (30) days’ prior notice to the Parent Borrower and the Lenders, resign
as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the
expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the
Swing Line Lender shall have identified, in consultation with the Parent Borrower, a successor L/C
Issuer or the Swing Line Lender willing to accept its appointment as successor L/C Issuer or Swing
Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the




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Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders
willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided
that no failure by the Parent Borrower to appoint any such successor shall affect the resignation
of the relevant L/C Issuer or the Swing Line Lender, as the case may be. If an L/C Issuer resigns
as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C
Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to
make Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing
Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as
of the effective date of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).




          SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the
confidentiality of the Information, and to not use or disclose such Information, except that
Information may be disclosed (a) to its Affiliates and its and its Affiliates’ respective managers,
administrators, directors, officers, employees, trustees, investment advisors, partners, advisors,
agents and other representatives, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made shall be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process; (c) to any
other party to this Agreement or the Intercreditor Agreement; (d) subject to an agreement to be
bound by provisions substantially the same as those of this Section 10.08 (or as may otherwise be
reasonably acceptable to the Parent Borrower), to any pledgee referred to in Section 10.07(g),
Eligible Assignee of or Participant in, or any prospective Eligible Assignee or pledgee of or
Participant in, any of its rights or obligations under this Agreement or to any actual or
prospective party (or its managers, administrators, trustees, partners, directors, officers,
employees, agents, advisors and other representatives) to any swap or derivative or similar
transaction under which payments are to be made by reference to the Borrowers and their
obligations, this Agreement or payments hereunder, any rating agency, or the CUSIP Service Bureau
or any similar organization; (e) with the written consent of the Parent Borrower; (f) to the extent
such Information becomes publicly available other than as a result of a breach of this Section
10.08 or becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of
their respective affiliates on a nonconfidential basis from a source other than a Loan Party who is
not known to such Person to be in breach of any obligation of confidentiality; (g) to any
Governmental Authority, examiner, self-regulatory authority or other regulatory authority
(including the National Association of Insurance Commissioners or any other similar organization)
regulating or purporting to regulate any Lender; or (h) in connection with the administration of
this Agreement or any other Loan Documents or the exercise of any remedies hereunder or under any
other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the
Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service providers to the
Agents and the Lenders in connection with the administration and management of this Agreement, the
other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section
10.08, “Information” means all information received from or on behalf of any Loan Party or its
Subsidiaries or any Loan Party’s or its Subsidiaries’ directors, officers, employees, trustees,
investment advisors or agents, including accountants, legal counsel and other advisors, relating to
Holdings, the Borrowers or any of their subsidiaries or their respective businesses, other than any
such information that is publicly available to any Agent or any Lender prior to disclosure by any
Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of
information received from a Loan Party after the date hereof, such information is clearly
identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01,
6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.




          SECTION 10.09. Treatment of Information.




          (a) Certain of the Lenders may enter into this Agreement and take or not take action hereunder
or under the other Loan Documents on the basis of information that does not contain material
non-public information with respect to any of the Loan Parties or their securities (“Restricting
Information”). Other Lenders may enter into this Agreement and take or not take action hereunder
or under the other Loan Documents on the basis





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of information that may contain Restricting
Information. Each Lender acknowledges that United States federal and state securities laws
prohibit any person from purchasing or selling securities on the basis of material, non-public
information concerning the issuer of such securities or, subject to certain limited exceptions,
from communicating such information to any other Person. Neither the Administrative Agent nor any
of its Affiliates shall, by making any Communications (including Restricting Information) available
to a Lender, by participating in any conversations or other interactions with a Lender or
otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any
such information or Communication does or does not contain Restricting Information nor shall the
Administrative Agent or any of its Affiliates be responsible or liable in any way for any decision
a Lender may make to limit or to not limit its access to Restricting Information. In particular,
none of the Administrative Agent nor any of its Affiliates (i) shall have, and the Administrative
Agent, on behalf of itself and each of its Affiliates, hereby disclaims, any duty to ascertain or
inquire as to whether or not a Lender has or has not limited its access to Restricting Information,
such Lender’s policies or procedures regarding the safeguarding of material, nonpublic information
or such Lender’s compliance with applicable laws related thereto or (ii) shall have, or incur, any
liability to any Loan Party or Lender or any of their respective Affiliates arising out of or
relating to the Administrative Agent or any of its Affiliates providing or not providing
Restricting Information to any Lender.




          (b) Each Lender acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Lender agrees that it
will nominate at least one designee to receive Communications (including Restricting Information)
on its behalf and identify such designee (including such designee’s contact information) on such
Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from
time to time of such Lender’s designee’s e-mail address to which notice of the availability of
Restricting Information may be sent by electronic transmission.




          (c) Each Lender acknowledges that Communications delivered hereunder and under the other Loan
Documents may contain Restricting Information and that such Communications are available to all
Lenders generally. Each Lender that elects not to take access to Restricting Information does so
voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other
Lenders may have access to Restricting Information that is not available to such electing Lender.
None of the Administrative Agent nor any Lender with access to Restricting Information shall have
any duty to disclose such Restricting Information to such electing Lender or to use such
Restricting Information on behalf of such electing Lender, and shall not be liable for the failure
to so disclose or use, such Restricting Information.




          (d) The provisions of the foregoing clauses of this Section 10.09 are designed to assist the
Administrative Agent, the Lenders and the Loan Parties, in complying with their respective
contractual obligations and applicable law in circumstances where certain Lenders express a desire
not to receive Restricting Information notwithstanding that certain Communications hereunder or
under the other Loan Documents or other information provided to the Lenders hereunder or thereunder
may contain Restricting Information. Neither the Administrative Agent nor any of its Affiliates
warrants or makes any other statement with respect to the adequacy of such provisions to achieve
such purpose nor does the Administrative Agent or any of its Affiliates warrant or make any other
statement to the effect that an Loan Party’s or Lender’s adherence to such provisions will be
sufficient to ensure compliance by such Loan Party or Lender with its contractual obligations or
its duties under applicable law in respect of Restricting Information and each of the Lenders and
each Loan Party assumes the risks associated therewith.




          SECTION 10.10. Setoff. In addition to any rights and remedies of the Lenders provided
by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its
Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time,
without prior notice to any Borrower or any other Loan Party, any such notice being waived by the
Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest
extent permitted by applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing
to, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or
for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries
against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its
Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of
whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or Indebtedness.




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Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C
Issuer or its Affiliates shall have a right to set off and apply any deposits held or other
Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the
case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a
“United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary
is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to
notify the Parent Borrower and the Administrative Agent after any such set off and application made
by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of the Administrative
Agent, each Lender and each L/C Issuer under this Section 10.10 are in addition to other rights and
remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C
Issuer may have.




          SECTION 10.11. Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents
shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds
such unpaid principal, refunded to the Parent Borrower. In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.




          SECTION 10.12. Counterparts. This Agreement and each other Loan Document may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery by facsimile or electronic
transmission of an executed counterpart of a signature page to this Agreement and each other Loan
Document shall be effective as delivery of an original executed counterpart of this Agreement and
such other Loan Document. The Agents may also require that any such documents and signatures
delivered by facsimile or electronic transmission be confirmed by a manually signed original
thereof; provided that the failure to request or deliver the same shall not limit the effectiveness
of any document or signature delivered by facsimile or electronic transmission.




          SECTION 10.13. Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control.




          SECTION 10.14. Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof, and shall continue in full force and effect as long as any Loan or any other
Obligation (other than Secured Hedge Agreements, Cash Management Obligations and other Obligations
that are not accrued and payable) hereunder shall remain unpaid or unsatisfied or any Letter of
Credit (other than any Letter of Credit that has been Cash Collateralized or, if satisfactory to
the L/C Issuer in its sole discretion, for which a backstop letter of credit is in place) shall
remain outstanding.




          SECTION 10.15. Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not
be affected or impaired thereby and the intent of such illegal, invalid or unenforceable provision
shall be followed as closely as legally possible. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.




          SECTION 10.16. GOVERNING LAW.




          (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).




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          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS AND THE APPELLATE COURTS THEREOF. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN
THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELEPHONE, FACSIMILE OR ELECTRONIC TRANSMISSION) IN
SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.




          SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




          SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall
have been executed by the Borrowers, Holdings and the Administrative Agent and the Administrative
Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such
Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrowers, Holdings, each Agent and each Lender and their respective
successors and assigns.




          SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency
into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final
judgment is given. The obligation of the Borrowers in respect of any such sum due from it to
the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such
sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent may in accordance with normal banking procedures purchase the Agreement Currency with the
Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum
originally due to the Administrative Agent from any Borrower in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or the Person to whom such obligation was owing against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).





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          SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute
any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party
under any of the Loan Documents or the Secured Hedge Agreements or agreements governing Cash
Management Obligations (including the exercise of any right of setoff, rights on account of any
banker’s lien or similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any
other property of any such Loan Party, without the prior written consent of the Administrative
Agent. The provision of this Section 10.20 are for the sole benefit of the Lenders and shall not
afford any right to, or constitute a defense available to, any Loan Party.




          SECTION 10.21. USA PATRIOT Act. Each Lender and the Administrative Agent hereby
notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required
to obtain, verify and record information that identifies each Loan Party, which information
includes the name, address and tax identification number of such Loan Party and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party
in accordance with the USA PATRIOT Act. This notice is given in accordance with the requirements
of the USA PATRIOT Act and is effective as to the Lenders and the Administrative Agent.




          SECTION 10.22. No Advisory or Fiduciary Responsibility. In connection with all
aspects of each transaction contemplated hereby, each of Holdings and each Borrower acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that (i) the Revolving Credit Facility
provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document) are an arm’s-length commercial transaction between the Borrowers and their
Affiliates, on the one hand, and the Agents, the Arrangers and the Lenders, on the other hand, and
each Borrower is capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in connection with
the process leading to such transaction, each of the Agents, the Arrangers and the Lenders is and
has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the
Borrowers or any of their Affiliates, stockholders, creditors or employees or any other Person;
(iii) none of the Agents, the Arrangers or the Lenders has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Borrowers with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether any Agent or Lender has advised or is currently advising any Borrower or any of their
Affiliates on other matters) and none of the Agents, the Arrangers or the Lenders has any
obligation to the Borrowers or any of their Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Agents, the Arrangers and the Lenders and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from, and may conflict
with, those of the Borrowers and their Affiliates, and none of the Agents, the Arrangers or the
Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or
fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not provided and
will not provide any legal, accounting, regulatory or tax advice with respect to any of the
transactions contemplated hereby (including any amendment, waiver or other modification hereof or
of any other Loan Document) and Holdings and the Borrowers have consulted their own legal,
accounting, regulatory and tax advisors to the extent they have deemed appropriate.
Each of Holdings and each Borrower hereby waives and releases, to the fullest extent permitted
by law, any claims that it may have against the Agents, Arrangers and the Lenders with respect to
any breach or alleged breach of agency or fiduciary duty.




          SECTION 10.23. No Personal Liability. No past, present or future director, officer,
employee, incorporator, member, partner or stockholder of any Borrower, Holdings or any Loan Party
or any of their direct or indirect parent companies (other than the Borrowers, Holdings and any
other Loan Party) shall have any liability for any obligations of the Borrowers or the Loan Parties
under the Loans, the Letters of Credit, the Guaranty, the Revolving Credit Facility, this Agreement
or any other Loan Document or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Lender hereby waives and releases all such liability.




          SECTION 10.24. FCC.




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          Notwithstanding anything to the contrary contained herein or in any of the Loan Documents,
neither the Administrative Agent or the Lenders, nor any of their agents, will take any action
pursuant to the Collateral Documents that would constitute or result in any assignment of the FCC
Authorizations or any transfer of control thereof, within the meaning of 310(d) of the
Communications Act of 1934 or other Communications Law, if such assignment of license or transfer
of control thereof would require thereunder the prior approval of the FCC, without first obtaining
such approval of the FCC.




          SECTION 10.25. Joint and Several Liability. All Loans, upon funding, shall be deemed
to be jointly funded to and received by the Borrowers. Each Borrower is jointly and severally
liable under this Agreement for all Obligations, regardless of the manner or amount in which
proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or
the manner in which an Agent and/or any Lender accounts for such Loans or other Credit Extensions
on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any
Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives
Loans or other Credit Extensions hereunder or the amount of such Loans and Credit Extensions
received or the manner in which such Agent and/or such Lender accounts for such Loans or other
Credit Extensions on its books and records. Each Borrower’s Obligations with respect to Loans and
other Credit Extensions made to it, and such Borrower’s Obligations arising as a result of the
joint and several liability of such Borrower hereunder with respect to Loans made to the other
Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be
primary obligations of such Borrower. The Borrowers acknowledge and expressly agree with the
Agents and each Lender that the joint and several liability of each Borrower is required solely as
a condition to, and is given solely as inducement for and in consideration of, credit or
accommodations extended or to be extended under the Loan Documents to any or all of the other
Borrowers and is not required or given as a condition of Credit Extensions to such Borrower. Each
Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be
unconditional irrespective of (i) the release of any other Borrower pursuant to Section 9.12 or the
validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or
of any promissory note or other document evidencing all or any part of the Obligations of any other
Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, or
any other security therefor, or the absence of any other action to enforce the same, (iii) the
waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any
Lender with respect to any provision of any instrument evidencing the Obligations of any other
Borrower, or any part thereof, or any other agreement now or hereafter executed by any other
Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/or any
Lender to take any steps to perfect and maintain its security interest in, or to preserve its
rights to, any security or collateral for the Obligations of any other Borrower, (v) an Agent’s
and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security
interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code,
(vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the
repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or
(viii) any other circumstances which might constitute a legal or equitable discharge or defense of
a guarantor or of any other Borrower. With respect to any Borrower’s Obligations arising as a
result of the joint and several liability of the Borrowers hereunder with respect to Loans or other
Credit Extensions made to any of the other Borrowers hereunder, such Borrower waives, until the
Obligations shall have been paid in full and this Agreement shall have been terminated, any right
to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may
hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the
Obligations, and any benefit of, and any right to participate in, any security
or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any
other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the
Agents may proceed directly and at once, without notice, against any Borrower to collect and
recover the full amount, or any portion of the Obligations, without first proceeding against any
other Borrower or any other Person, or against any security or collateral for the Obligations.
Each Borrower consents and agrees that the Agents shall be under no obligation to marshal any
assets in favor of any Borrower or against or in payment of any or all of the Obligations.
Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this
Section 10.24 shall apply to any Person released from its Obligations as a Subsidiary Borrower in
accordance with Section 9.12.




          SECTION 10.26. Contribution and Indemnification Among the Loan Parties. Each Borrower
and each Subsidiary Guarantor, if any, is obligated to repay the Obligations as a joint and several
obligor under this Agreement. To the extent that any Borrower or any Subsidiary Guarantor shall,
under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise
repay any of the Obligations constituting Loans made to



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another Borrower hereunder or other
Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”),
then the Borrower or Subsidiary Guarantor making such Accommodation Payment shall be entitled to
contribution and indemnification from, and be reimbursed by, each of the other Borrowers and
Subsidiary Guarantors, if any, in an amount, for each of such other Borrowers and Subsidiary
Guarantors, if any, equal to a fraction of such Accommodation Payment, the numerator of which
fraction is such other Borrower’s (or Subsidiary Guarantor’s, as applicable) Allocable Amount (as
defined below) and the denominator of which is the sum of the Allocable Amounts of all of the
Borrowers and Subsidiary Guarantors. As of any date of determination, the “Allocable Amount” of
each Borrower and each Subsidiary Guarantors, if any, shall be equal to the maximum amount of
liability for Accommodation Payments which could be asserted against such Borrower or Subsidiary
Guarantor hereunder without (a) rendering such Borrower or Subsidiary Guarantor “insolvent” within
the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer
Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such
Borrower or Subsidiary Guarantor with unreasonably small capital or assets, within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving
such Borrower or Subsidiary Guarantor unable to pay its debts as they become due within the meaning
of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All
rights and claims of contribution, indemnification, and reimbursement under this Section shall be
subordinate in right of payment to the prior payment in full of the Obligations. The provisions of
this Section shall, to the extent expressly inconsistent with any provision in any Loan Document,
supersede such inconsistent provision.




          SECTION 10.27. Agency of the Parent Borrower for Each Other Borrower. Each of the
other Borrowers irrevocably appoints the Parent Borrower as its agent for all purposes relevant to
this Agreement, including the giving and receipt of notices and execution and delivery of all
documents, instruments, and certificates contemplated herein (including, without limitation,
execution and delivery to the Administrative Agent of Borrowing Base Certificates and Committed
Loan Notices) and all modifications hereto. Any acknowledgment, consent, direction, certification,
or other action which might otherwise be valid or effective only if given or taken by all or any of
the Borrowers or acting singly, shall be valid and effective if given or taken only by the Parent
Borrower, whether or not any of the other Borrowers join therein, and the Agents and the Lenders
shall have no duty or obligation to make further inquiry with respect to the authority of the
Parent Borrower under this Section 10.26; provided that nothing in this Section 10.26 shall limit
the effectiveness of, or the right of the Agents and the Lenders to rely upon, any notice
(including, without limitation, a Committed Loan Notice), document, instrument, certificate,
acknowledgment, consent, direction, certification or other action delivered by any Borrower
pursuant to this Agreement.




          SECTION 10.28. Reinstatement. This Agreement shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
of the Parent Borrower or any Subsidiary Borrower, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had not been made.




          SECTION 10.29. Express Waivers by Borrowers in Respect of Cross-Guaranties and
Cross-Collateralization. Each Borrower agrees as follows:





     (a) Each Borrower hereby waives: (i) notice of acceptance of this Agreement;
(ii) notice of the making of any Loans, the issuance of any Letter of Credit or any other
financial accommodations made or extended under the Loan Documents or the creation or
existence of any Obligations; (iii) notice of the amount of the Obligations, subject,
however, to such Borrower’s right to make inquiry of the Administrative Agent to ascertain
the amount of the Obligations at any reasonable time; (iv) notice of any adverse change in
the financial condition of any other Borrower or of any other fact that might increase such
Borrower’s risk with respect to such other Borrower under the Loan Documents; (v) notice of
presentment for payment, demand, protest, and notice thereof as to any promissory notes or
other instruments among the Loan Documents; and (vii) all other notices (except if such
notice is specifically required to be given to such Borrower hereunder or under any of the
other Loan Documents to which such Borrower is a party) and demands to which such Borrower
might otherwise be entitled.




     (b) Each Borrower hereby waives the right by statute or otherwise to require an Agent
or



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any Lender to institute suit against any other Borrower or to exhaust any rights and
remedies which an Agent or any Lender has or may have against any other Borrower. Each
Borrower further waives any defense arising by reason of any disability or other defense of
any other Borrower (other than the defense of payment in full) or by reason of the cessation
from any cause whatsoever of the liability of any such Borrower in respect thereof.




     (c) Each Borrower hereby waives and agrees not to assert against any Agent, any Lender,
or any L/C Issuer: (i) any defense (legal or equitable) other than a defense of payment,
set-off, counterclaim, or claim which such Borrower may now or at any time hereafter have
against any other Borrower or any other party liable under the Loan Documents; (ii) any
defense, set-off, counterclaim, or claim of any kind or nature available to any other
Borrower (other than a defense of payment) against any Agent, any Lender, or any L/C Issuer,
arising directly or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of the Obligations or any security therefor; (iii) any right or
defense arising by reason of any claim or defense based upon an election of remedies by any
Agent, any Lender, or any L/C Issuer under any applicable law; (iv) the benefit of any
statute of limitations affecting any other Borrower’s liability hereunder.




     (d) Each Borrower consents and agrees that, without notice to or by such Borrower and
without affecting or impairing the obligations of such Borrower hereunder, the Agents may
(subject to any requirement for consent of any of the Lenders to the extent required by this
Agreement), by action or inaction: (i) compromise, settle, extend the duration or the time
for the payment of, or discharge the performance of, or may refuse to or otherwise not
enforce the Issuer Documents; (ii) release all or any one or more parties to any one or more
of the Issuer Documents or grant other indulgences to any other Borrower in respect thereof;
(iii) amend or modify in any manner and at any time (or from time to time) any of the Issuer
Documents; or (iv) release or substitute any Person liable for payment of the Obligations,
or enforce, exchange, release, or waive any security for the Obligations.



          SECTION 10.30. Effectiveness of Merger. None of Holdings, the Parent Borrower or the
Subsidiary Borrowers shall have any rights or obligations hereunder until the consummation of the
Merger and any representations and warranties of the Parent Borrower or the Subsidiary Borrowers
under the Loan Documents shall not become effective, and no Event of Default can occur, until such
time. Upon consummation of the Merger, and without any further action by any Person, each of
Holdings, the Parent Borrower or the Subsidiary Borrowers hereby irrevocably and unconditionally
(i) assumes and agrees punctually to pay, perform and discharge when due each of the Obligations
and each and every debt, covenant and agreement incurred, made or to be paid, performed or
discharged by it under the Loan Documents, (ii) agrees to be bound by all the terms, provisions and
conditions of the Loan Documents applicable to it and (iii) agrees that it will be responsible for
and deemed to have made all of its representations and warranties set forth in the Loan Documents,
whenever made or deemed to have been made.




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.




	 	 	 	 	 
	 	BT TRIPLE CROWN MERGER CO., INC.

 	 
	 	By:  	/s/ John Connaughton
 	 
	 	 	Name:  	John Connaughton 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Administrative Agent, Swing Line

Lender, L/C Issuer and as a Lender,

 	 
	 	By:  	/s/ Shane Azzara
 	 
	 	 	Name:  	Shane Azzara 	 
	 	 	Title:  	Director/Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ David Mayhew
 	 
	 	 	Name:  	David Mayhew 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	              /s/ Peter Yearlev
 	 
	 	 	Name:  	Peter Yearlev 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING INC., as a Lender

 	 
	 	By:  	/s/ Henry F. D’Alessandro
 	 
	 	 	Name:  	Henry F. D’Alessandro 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	/s/ Judith Smith
 	 
	 	 	Name:  	Judith Smith 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Doreen Barr
 	 
	 	 	Name:  	Doreen Barr 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

 	 
	 	By:  	/s/ Steven F. Killilea
 	 
	 	 	Name:  	Steven F. Killilea 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ James Jeffries
 	 
	 	 	Name:  	James Jeffries 	 
	 	 	Title:  	Managing Director