Exhibit
10.1


Published CUSIP
Number:                    


$1,050,000,000 SENIOR
SECURED CREDIT FACILITY


CREDIT AGREEMENT


Dated as of June 18, 2007


among


ENTERCOM RADIO, LLC  

as the Borrower,


ENTERCOM COMMUNICATIONS CORP.,

as the Parent,


BANK OF AMERICA, N.A

as Administrative Agent and L/C Issuer,


JPMORGAN CHASE BANK, N.A.

as Syndication Agent


BMO CAPITAL MARKETS, CORP.

BNP PARIBAS

MIZUHO CORPORATE BANK, LTD.

SUNTRUST BANK

as Co-Documentation Agents


and


The Other Lenders Party Hereto


BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arranger and Joint Book Manager


J.P. MORGAN SECURITIES INC.,

as Joint Lead Arranger and Joint Book Manager















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

  	
   

  	
  1

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  26

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  27

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  27

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  27

  
	
  1.06

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

  	
   

  	
  28

  
	
  2.01

  	
   

  	
  Loans

  	
   

  	
  28

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of Loans

  	
   

  	
  28

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  30

  
	
  2.04

  	
   

  	
  Prepayments

  	
   

  	
  39

  
	
  2.05

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  41

  
	
  2.06

  	
   

  	
  Repayment of Obligations

  	
   

  	
  41

  
	
  2.07

  	
   

  	
  Interest

  	
   

  	
  42

  
	
  2.08

  	
   

  	
  Fees

  	
   

  	
  43

  
	
  2.09

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  43

  
	
  2.10

  	
   

  	
  Evidence of Debt

  	
   

  	
  43

  
	
  2.11

  	
   

  	
  Payments Generally; Administrative Agent’s Clawback

  	
   

  	
  44

  
	
  2.12

  	
   

  	
  Sharing of Payments by Lenders

  	
   

  	
  46

  
	
  2.13

  	
   

  	
  Incremental Facility

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

  	
   

  	
  49

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  49

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  51

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  51

  
	
  3.04

  	
   

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
   

  	
  52

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  53

  
	
  3.06

  	
   

  	
  Mitigation Obligations; Replacement of Lenders

  	
   

  	
  54

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT
  EXTENSIONS

  	
   

  	
  54

  
	
  4.01

  	
   

  	
  Conditions of Initial Credit Extension

  	
   

  	
  54

  
	
  4.02

  	
   

  	
  Conditions to all Credit Extensions

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V. REPRESENTATIONS AND WARRANTIES

  	
   

  	
  58

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  58

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  58

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  58

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  58

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
   

  	
  59

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  59

  



 











 


	
  5.07

  	
   

  	
  No Default

  	
   

  	
  59

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  59

  
	
  5.09

  	
   

  	
  Environmental Compliance

  	
   

  	
  60

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  60

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  60

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  60

  
	
  5.13

  	
   

  	
  Subsidiaries; Equity Interests

  	
   

  	
  61

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  61

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  61

  
	
  5.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  62

  
	
  5.17

  	
   

  	
  License Subsidiaries

  	
   

  	
  62

  
	
  5.18

  	
   

  	
  The Parent

  	
   

  	
  62

  
	
  5.19

  	
   

  	
  Solvent

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI. AFFIRMATIVE COVENANTS

  	
   

  	
  63

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  63

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  64

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  66

  
	
  6.04

  	
   

  	
  Payment of Certain Obligations

  	
   

  	
  67

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc

  	
   

  	
  67

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  67

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  67

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  67

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  67

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  68

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  68

  
	
  6.12

  	
   

  	
  Additional Guarantors

  	
   

  	
  68

  
	
  6.13

  	
   

  	
  FCC Consents

  	
   

  	
  69

  
	
  6.14

  	
   

  	
  Collateral

  	
   

  	
  69

  
	
  6.15

  	
   

  	
  Further Assurances

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII. NEGATIVE COVENANTS

  	
   

  	
  69

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  70

  
	
  7.02

  	
   

  	
  Investments

  	
   

  	
  71

  
	
  7.03

  	
   

  	
  Indebtedness

  	
   

  	
  71

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  73

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  73

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  74

  
	
  7.07

  	
   

  	
  Acquisitions

  	
   

  	
  75

  
	
  7.08

  	
   

  	
  Change in Nature of Business

  	
   

  	
  77

  
	
  7.09

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  77

  
	
  7.10

  	
   

  	
  Negative Pledge Clauses

  	
   

  	
  77

  
	
  7.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  77

  
	
  7.12

  	
   

  	
  Amendment of Material Documents and Agreements

  	
   

  	
  77

  
	
  7.13

  	
   

  	
  Financial Covenants

  	
   

  	
  78

  
	
  7.14

  	
   

  	
  License Subsidiaries

  	
   

  	
  78

  
	
  7.15

  	
   

  	
  Senior Subordinated Notes

  	
   

  	
  78

  



 











 


	
  7.16

  	
   

  	
  Sale and Leaseback Transactions

  	
   

  	
  78

  
	
  7.17

  	
   

  	
  Unrestricted Subsidiaries

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

  	
   

  	
  79

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  79

  
	
  8.02

  	
   

  	
  Remedies Upon Event of Default

  	
   

  	
  82

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  82

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX. ADMINISTRATIVE AGENT

  	
   

  	
  83

  
	
  9.01

  	
   

  	
  Appointment and Authority

  	
   

  	
  83

  
	
  9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  84

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  84

  
	
  9.04

  	
   

  	
  Reliance by Agents

  	
   

  	
  85

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  85

  
	
  9.06

  	
   

  	
  Resignation of Administrative Agent

  	
   

  	
  85

  
	
  9.07

  	
   

  	
  Non-Reliance on Agents and Other Lenders

  	
   

  	
  87

  
	
  9.08

  	
   

  	
  No Other Duties, Etc

  	
   

  	
  87

  
	
  9.09

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  87

  
	
  9.10

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X. MISCELLANEOUS

  	
   

  	
  88

  
	
  10.01

  	
   

  	
  Amendments, Etc

  	
   

  	
  88

  
	
  10.02

  	
   

  	
  Notices; Effectiveness; Electronic Communication

  	
   

  	
  90

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  92

  
	
  10.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  92

  
	
  10.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  94

  
	
  10.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  94

  
	
  10.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  99

  
	
  10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  99

  
	
  10.09

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  100

  
	
  10.10

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  100

  
	
  10.11

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  100

  
	
  10.12

  	
   

  	
  Severability

  	
   

  	
  101

  
	
  10.13

  	
   

  	
  Replacement of Lenders

  	
   

  	
  101

  
	
  10.14

  	
   

  	
  Governing Law; Jurisdiction; Etc

  	
   

  	
  102

  
	
  10.15

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  103

  
	
  10.16

  	
   

  	
  FCC Compliance

  	
   

  	
  103

  
	
  10.17

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  104

  
	
  10.18

  	
   

  	
  Time of the Essence

  	
   

  	
  104

  
	
  10.19

  	
   

  	
  Designation as Senior Indebtedness

  	
   

  	
  104

  
	
  10.20

  	
   

  	
  Commitment Letter

  	
   

  	
  104

  
	
  10.21

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  104

  
	
  10.22

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  105

  



 











 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Existing Letters of Credit

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Commitments and Applicable Percentages

  	
   

  	
   

  
	
  5.05

  	
   

  	
  Supplement to Interim Financial Statements

  	
   

  	
   

  
	
  5.13

  	
   

  	
  Subsidiaries and Other Equity Investments

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Existing Liens

  	
   

  	
   

  
	
  7.03

  	
   

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Form of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Loan Notice

  	
   

  	
   

  
	
  B-1

  	
   

  	
  Committed Loan Note

  	
   

  	
   

  
	
  B-2

  	
   

  	
  Term Loan Note

  	
   

  	
   

  
	
  C

  	
   

  	
  Compliance Certificate

  	
   

  	
   

  
	
  D

  	
   

  	
  Assignment and Assumption

  	
   

  	
   

  
	
  E

  	
   

  	
  Guaranty

  	
   

  	
   

  



 
















ENTERCOM RADIO, LLC


$1,050,000,000 SENIOR
SECURED CREDIT FACILITY

$500,000,000 UNCOMMITTED INCREASE OPTION


CREDIT AGREEMENT


This CREDIT AGREEMENT (“Agreement”) is entered
into as of June 18, 2007, among Entercom Radio, LLC, a Delaware limited
liability company (the “Borrower”), Entercom Communications Corp., a
Pennsylvania corporation (the “Parent”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”),
BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and
L/C Issuer, JPMORGAN CHASE BANK, N.A. (“Chase”), as Syndication Agent
and BMO CAPITAL MARKETS, CORP., BNP PARIBAS, MIZUHO CORPORATE BANK, LTD. and
SUNTRUST BANK, as Co-Documentation Agents.


The Borrower has requested that the Administrative Agent
and the Lenders enter into a credit facility with a revolving credit facility
and a term loan A facility, and the Lenders are willing to do so on the terms
and 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


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


“Acquisition” means (whether by purchase,
exchange, issuance of stock or other equity or debt securities, merger,
reorganization or any other method) (i) any consummated acquisition by the
Parent, the Borrower or any of their Restricted Subsidiaries of any other
Person, which Person shall then become consolidated with the Parent, the
Borrower or any such Restricted Subsidiary in accordance with GAAP, or
(ii) any acquisition by the Parent, the Borrower or any of their
Restricted Subsidiaries of a station, other business unit or all or any substantial
amount of the assets of any other Person. 
For purposes of the preceding sentence, an amount of assets shall be
deemed to be “substantial” if such assets have a fair market value in excess of
$5,000,000; provided, however, that the purchase of equipment and other goods
and services in the ordinary course of business shall not be deemed to be “Acquisitions”.


“Administrative Agent” means Bank of America in
its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent or servicing agent engaged in accordance with
the terms of Section 9.06.


“Administrative Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to
time notify to the Borrower and the Lenders.



 1
 









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


“Adverse Tax Consequence” means, for the
Parent, the Borrower or any Restricted Subsidiary, a tax assessment, fee or
charge in an amount equal to or in excess of $25,000.00.


“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.


“Agents” means the Administrative Agent and the
Syndication Agent.


“Aggregate Commitments” means the sum of the
Commitments of all the Lenders.  On the
Closing Date, the Aggregate Commitments are $650,000,000.


“Agreement” means this Credit Agreement.


“Applicable Percentage” means with respect to
any Lender at any time, (a) in respect of Term A Loans, the percentage
(carried out to the ninth decimal place) of the aggregate amount of all Term A
Loans by all Lenders represented by the principal amount of such Lender’s
Term A Loans at such time (as may be adjusted pursuant to Section 2.13)
and (b) in respect of Committed Loans, the percentage (carried out to the ninth
decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time.  If the
commitment of each Lender to make Committed Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such
Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.


“Applicable Rate” means, (i) until receipt by
the Administrative Agent of the first Compliance Certificate in accordance with
the terms of Section 6.02(a), for (a) Committed Loans and Term A
Loans that are Eurodollar Rate Loans, 1.00% per annum, (b) Committed Loans and
Term A Loans that are Base Rate Loans, 0.00% per annum, and (c) the Commitment
Fee, 0.350% per annum, and (ii) thereafter, for Committed Loans, Term A Loans
and the Commitment Fee, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(a):


Applicable Rate


 


	
  Pricing 

  Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Commitment Fee

  	
   

  	
  Eurodollar Rate and

  Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
  1

  	
   

  	
  £ 3.50:1

  	
   

  	
  0.250

  	
  %

  	
  0.500

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  >3.50:1
  but £ 4.00:1

  	
   

  	
  0.300

  	
  %

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  >4.00:1
  but £ 4.50:1

  	
   

  	
  0.350

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  >4.50:1
  but £ 5.00:1

  	
   

  	
  0.350

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  5

  	
   

  	
  >5.00:1
  but £ 5.50:1

  	
   

  	
  0.350

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  6

  	
   

  	
  >5.50:1

  	
   

  	
  0.350

  	
  %

  	
  1.125

  	
  %

  	
  0.125

  	
  %

  



 



 2
 









Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated 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, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level 6 set
forth above shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered, until the
first Business Day after such Compliance Certificate is delivered.


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


“Arrangers” means Banc of America  Securities LLC and J.P. Morgan Securities Inc., in their
capacity as joint lead arrangers and joint book managers.


“Assignment and Assumption” means an assignment
and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.06(b)),
and accepted by the Administrative Agent, in substantially the form of Exhibit D
or any other form approved by the Administrative Agent.


“Attributable Indebtedness” means, on any date,
(a) in respect of any capital 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 (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease were accounted for as a
capital lease.


“Audited Financial Statements” means the
audited consolidated balance sheet of the Parent (including accounts of the
Borrower and its Restricted Subsidiaries) for the fiscal year ended December
31, 2006, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year of the Parent,
including the notes thereto.


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


“Availability Period” means the period from and
including the Closing Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.05,
and (c) the date of termination of the commitment of each Lender to make
Committed Loans and of the obligation of the L/C Issuer to make L/C Credit
Extensions pursuant to Section 8.02.


“Bank of America” means Bank of America, N.A.
and its successors.


“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 



 3
 









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 Committed Loan” means a Committed
Loan that is a Base Rate Loan.


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


“Borrower” has the meaning specified in the
introductory paragraph hereto.


“Borrowing” means a Committed Borrowing or a
Term Loan Borrowing, or both, as the context may require.


“Borrower Materials” has the meaning specified
in Section 6.02.


“Business” means the Stations, and for the
Parent, the Borrower and the Restricted Subsidiaries, advertising or
subscription dependent media, broadcast, internet audio, related businesses and
reasonable extensions thereof.


“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, the state where the Administrative
Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan,
means any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank Eurodollar market.


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


“Change in Law” means the occurrence, after the
date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any guideline or
directive (whether or not having the force of law) by any Governmental
Authority.


“Change of Control” means an event or series of
events by which:


(a)                                  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding the Permitted Holders and any
employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group
shall be deemed to have “beneficial ownership” of all securities that such
person or group has the right to acquire (such right, an “option right”),
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 35% or more of the equity securities of the
Parent entitled to vote for members of the board of directors or equivalent
governing 



 4
 









body of the Parent on a
fully-diluted basis (and taking into account all such securities that such
person or group has the right to acquire pursuant to any option right); or


(b)                                 a
majority of the seats on the board of directors or other governing body of the
Parent or the Borrower shall be occupied by Persons who were not
(i) nominated by the board of directors or other governing body of the
Parent (in the case of the Parent’s board) or the Borrower (in the case of the
Borrower’s board), (ii) appointed by directors so nominated or
(iii) in the case of the Parent, nominated by Permitted Holders; or


(c)                                  except
as permitted by the terms of this Agreement, the Parent shall cease to own 100%
of the issued and outstanding membership interests and other Equity Interests
and securities of the Borrower, free and clear of liens (other than those
granted to secure the Obligations), or the Borrower shall cease to own,
directly or indirectly, the issued and outstanding membership interests,
capital stock, partnership interests or other Equity Interests of each
Restricted Subsidiary, free and clear of liens (other than those granted to
secure the Obligations); or


(d)                                 any
Person or two or more Persons acting in concert (other than Permitted Holders)
shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result in its or
their acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Parent or the Borrower, or
control over the equity securities of the Parent or the Borrower entitled to
vote for members of the board of directors or equivalent governing body of the
Parent or the Borrower, respectively, on a fully-diluted basis (and taking into
account all such securities that such Person or group has the right to acquire
pursuant to any option right) representing 35% or more of the combined voting
power of such securities.


“Chase” means JPMorgan Chase Bank, N.A. and its
successors.


“Closing Date” means the first date all the
conditions precedent in Section 4.01 are satisfied or waived in
accordance with Section 10.01 and the initial funding of the
Committed Loans and Term A Loan occurs.


“Code” means the Internal Revenue Code of 1986.


“Collateral” means (a) all present and future
Equity Interests of the Borrower, and (b) all Equity Interests of all of
the direct and indirect Subsidiaries of the Borrower and the Parent in
existence on the Closing Date, (c) all present and future Equity Interests
owned by the Borrower, the Parent and their direct and indirect Restricted
Subsidiaries of all present and future direct and indirect Restricted
Subsidiaries of the Parent and the Borrower, except (i) in the case of each
Subsidiary that is a “controlled foreign corporation” under Section 957 of the
Internal Revenue Code, or exclusively a holding company of a foreign controlled
corporation (“Subject Subsidiary”), “Collateral” shall be limited to a pledge
of 66% of the Equity Interests of each Subject Subsidiary, to the extent the
pledge of any greater percentage would result in an Adverse Tax Consequence to
the Borrower and (ii) Excluded Collateral and (d) all proceeds and
products of the Equity Interest described in subsections (a), (b) and (c)
preceding.



 5
 









“Commitment” means, as to each Lender, its
obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01(a),
and (b) purchase participations in L/C Obligations, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 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.


“Committed Borrowing” means a borrowing
consisting of one or more Committed Loans made on the same day of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Lenders pursuant to Section 2.01(a).


“Committed Loan” has the meaning specified in Section 2.01(a).


“Committed Loan Notice” means a notice of
(a) a Committed Borrowing, (b) a conversion of Committed Loans from
one Type to the other, or (c) a continuation of Committed Loans that are
Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A, or any other
form approved by the Administrative Agent.


“Communications Act” shall mean the Communications
Act of 1934, and any similar or successor federal statute, and the rules and
regulations of the FCC thereunder, all as the same may be in effect from time
to time.


“Compliance Certificate” means a certificate
substantially in the form of Exhibit C, or any other form approved by
the Administrative Agent.


“Consolidated Funded Indebtedness” means, as of
any date of determination, for the Parent, the Borrower and their Restricted
Subsidiaries on a consolidated basis, the sum of (without duplication)
(a) the outstanding principal amount of all obligations, whether current
or long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct
and indirect obligations arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (d) all obligations in respect of the deferred purchase price
of property or services (other than trade accounts payable in the ordinary
course of business not in excess of $5,000,000 and, in each case, not past due
for more than 180 days unless disputed in good faith), (e) Attributable
Indebtedness in respect of capital leases and Synthetic Lease Obligations in
excess of $5,000,000 in the aggregate at any one time outstanding,
(f) indebtedness (excluding prepaid interest thereon) secured by (or for
which the holder of such debt has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by the Parent, the
Borrower or any of their Restricted Subsidiaries, whether or not the
obligations secured thereby have been assumed by such Person or is limited in
recourse (provided that, if such Indebtedness is non-recourse, the amount of
such Indebtedness for purposes hereof shall be limited to the lesser of the
principal amount of such Indebtedness and the fair market value of the property
serving as collateral therefor), (g) at any time after the occurrence and
during the continuance of an Event of Default under any agreement of any Loan
Party governing Swap Contracts, the aggregate amount payable by such Loan Party
under such agreement, (h) all Guarantees with respect to outstanding
Indebtedness of the types specified in subsections 



 6
 









(a) through (g) above of
Persons other than the Parent, the Borrower or any Restricted Subsidiary, and
(i) the aggregate amount of Indebtedness of Unrestricted Subsidiaries of the
types referred to in subsections (a) through (h) above for which any Loan
Party has direct liability.  The amount
of any capital lease or Synthetic Lease Obligation as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date.  For purposes of calculating
Consolidated Funded Indebtedness with respect to any Acquisition or Disposition
of any Station or assets that occurs during any period of determination, and
any related incurrence or repayment of Consolidated Funded Indebtedness
(including its effect on Consolidated Operating Cash Flow), (x) any Acquisition
by the Borrower, the Parent or their Restricted Subsidiaries, may, at the
option of the Borrower upon notice to the Administrative Agent, be deemed to
have occurred on the first day of such period, (y) any Disposition of any
Station or other assets for consideration in excess of $25,000,000 by any of
the Parent, the Borrower or any of their Restricted Subsidiaries (and any
related incurrence or repayment of Indebtedness) which occurs during such
period shall be deemed to have occurred on the first day of such period, and
(z) any Disposition of any Station or other assets for consideration equal to
or less than $25,000,000 by any of the Parent, the Borrower or any of their
Restricted Subsidiaries (and any related incurrence or repayment of
Indebtedness) which occurs during such period may, at the option of the
Borrower upon notice to the Administrative Agent, be deemed to have occurred on
the first day of such period, provided that, notwithstanding the foregoing, (i)
any Disposition and Acquisition occurring as part of the same or related
transactions shall be treated in a consistent manner, and (ii) with
respect to any financial covenant calculation or Consolidated Leverage Ratio
determination for interest rates or any other provision herein, each
determination and calculation made with respect to such covenant shall include
or exclude financial information in connection with Acquisitions and
Dispositions in a consistent manner and (iii) with respect to any period,
each financial covenant under Section 7.13 shall include or exclude
financial information in connection with Acquisitions and Dispositions in a
consistent manner.


“Consolidated
Interest Charges” means, for any period, for the Parent, the Borrower and
their Restricted Subsidiaries on a consolidated basis, the sum of (a) all cash
interest, premium payments, debt discount, fees, charges (excluding fees and
charges related to the Loans) and related cash expenses of the Parent, the
Borrower and their Restricted Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance with
GAAP, and (b) the portion of rent expense of the Parent, the Borrower and
their Restricted Subsidiaries paid in cash during such period under capital
leases that is treated as interest in accordance with generally accepted
accounting principles, in the case of (a) and (b) preceding, net of
(i) consolidated interest income of the Parent, the Borrower and their
Restricted Subsidiaries for such period and (ii) interest accrued on the
Attributable Indebtedness and other obligations described in subsection (e) of
the definition of Consolidated Funded Indebtedness.  For purposes of calculating Consolidated
Interest Charges in any period (A) net cash payments made or received by the
Parent, the Borrower and their Restricted Subsidiaries with respect to Swap
Contracts shall be included in the computation of gross interest expense, and
(B) with respect to any Acquisition or Disposition of any Station or
assets that occurs during any period of determination, and any related
incurrence or repayment of Consolidated Funded Indebtedness (including its
effect on Consolidated Operating Cash Flow), (x) any Acquisition by the
Borrower, the Parent or their Restricted Subsidiaries, may, at the option of
the Borrower upon notice to the Administrative Agent, be deemed to have occurred
on the first day of such period, (y) any 



 7
 









Disposition of any
Station or other assets for consideration in excess of $25,000,000 by any of
the Parent, the Borrower or any of their Restricted Subsidiaries (and any
related incurrence or repayment of Indebtedness) which occurs during such
period shall be deemed to have occurred on the first day of such period, and
(z) any Disposition of any Station or other assets for consideration equal to
or less than $25,000,000 by any of the Parent, the Borrower or any of their
Restricted Subsidiaries (and any related incurrence or repayment of
Indebtedness) which occurs during such period may, at the option of the
Borrower upon notice to the Administrative Agent, be deemed to have occurred on
the first day of such period, provided that, notwithstanding the foregoing, (i)
any Disposition and Acquisition occurring as part of the same or related
transactions shall be treated in a consistent manner, and (ii) with
respect to any financial covenant calculation or Consolidated Leverage Ratio
determination for interest rates or any other provision herein, each
determination and calculation made with respect to such covenant shall include
or exclude financial information in connection with Acquisitions and
Dispositions in a consistent manner and (iii) with respect to any period,
each financial covenant under Section 7.13 shall include or exclude
financial information in connection with Acquisitions and Dispositions in a
consistent manner.  Notwithstanding the
foregoing, clauses (a) and (b) above shall be calculated including Unrestricted
Subsidiaries, but be limited to the amount of such items for which a Loan Party
has direct liability.


“Consolidated Interest Coverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated Operating
Cash Flow for the period of the four most recently completed fiscal quarters of
the Parent to (b) Consolidated Interest Charges for such period.


“Consolidated Leverage Ratio” means, as of any
date of determination, the ratio of (a) Consolidated Funded Indebtedness
as of such date to (b) Consolidated Operating Cash Flow for the period of
the four most recently completed fiscal quarters of the Parent.  For purposes of calculating the Consolidated
Leverage Ratio as of any date of determination, Consolidated Funded
Indebtedness shall be reduced by the amount of cash on hand of the Borrower as
of such date in excess of $3,000,000 up to a maximum amount of $25,000,000.


“Consolidated Net Income” means, for any
period, for the Parent (including the accounts of the Borrower and their
Restricted Subsidiaries) on a consolidated basis, the pre-tax net income of the
Parent, the Borrower and their Restricted Subsidiaries for that period.


“Consolidated Operating Cash Flow” means for
the Parent, the Borrower and their Restricted Subsidiaries, the sum of (a)
Consolidated Net Income (excluding to the extent included in Consolidated Net
Income (i) extraordinary gains, including net gains on the sales of assets
other than asset sales in the ordinary course of business, (ii) any items of
extraordinary loss, including net losses on the sale of assets other than asset
sales in the ordinary course of business and (iii) (without duplication),
up to $10,000,000 in connection with the settlement of and expenses relating
to, legal or administrative proceedings of the Parent, the Borrower or the
Restricted Subsidiaries that (x) are uninsured and (y) exist and were disclosed
to the Administrative Agent on or prior to December 8, 2006), plus (b) interest
expense, depreciation and amortization, deferred and other non-cash charges,
plus (c) to the extent received by the Borrower and not already included in
Consolidated Net Income, cash received from joint ventures and Unrestricted
Subsidiaries, plus (d) equity based compensation, if any, plus (e) up to
$2,000,000 in the aggregate for all Acquisitions over the term of this
Agreement in connection 



 8
 









with pro forma cost
savings of the Borrower (the “Add Back”), but only to the extent that
(i) such cost savings are reflected in good faith projections delivered to
the Administrative Agent, (ii) the Borrower has commenced such necessary action
to generate such annualized cost savings no later than 180 days after the
consummation of the Acquisitions, and (iii) such Add Back is reduced each
consecutive fiscal quarter of the Borrower after its initial use by up to
$500,000 (or such lesser amount as equals one-fourth of the total Add Back) per
quarter.  For purposes of calculating
Consolidated Operating Cash Flow with respect to any Acquisition or Disposition
of any Station or assets that occurs during any period of determination, and
any related incurrence or repayment of Consolidated Funded Indebtedness
(including its effect on Consolidated Operating Cash Flow), (x) any Acquisition
by the Borrower, the Parent or their Restricted Subsidiaries, may, at the
option of the Borrower upon notice to the Administrative Agent, be deemed to
have occurred on the first day of such period, (y) any Disposition of any
Station or other assets for consideration in excess of $25,000,000 by any of
the Parent, the Borrower or any of their Restricted Subsidiaries (and any
related incurrence or repayment of Indebtedness) which occurs during such
period shall be deemed to have occurred on the first day of such period, and
(z) any Disposition of any Station or other assets for consideration equal to
or less than $25,000,000 by any of the Parent, the Borrower or any of their
Restricted Subsidiaries (and any related incurrence or repayment of
Indebtedness) which occurs during such period may, at the option of the
Borrower upon notice to the Administrative Agent, be deemed to have occurred on
the first day of such period, provided that, notwithstanding the foregoing, (i)
any Disposition and Acquisition occurring as part of the same or related
transactions shall be treated in a consistent manner, and (ii) with
respect to any financial covenant calculation or Consolidated Leverage Ratio
determination for interest rates or any other provision herein, each determination
and calculation made with respect to such covenant shall include or exclude
financial information in connection with Acquisitions and Dispositions in a
consistent manner and (iii) with respect to any period, each financial
covenant under Section 7.13 shall include or exclude financial
information in connection with Acquisitions and Dispositions in a consistent
manner.  In addition, the Borrower may
elect to adjust Consolidated Operating Cash Flow to give effect to the
cancellation of sports agreements.


“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, provided that, the directors, officers and employees of
a Person shall not be deemed to control such Person as a result of their role
as such.  “Controlling” and “Controlled”
have meanings correlative thereto.


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


“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.



 9
 









“Default Rate” means (a) when used with respect
to Obligations other than Letter of Credit Fees, an interest rate equal to (i)
the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate
Loans plus (iii) 2% per annum; provided, however, that
with respect to a Eurodollar 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% per annum, and (b) when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per
annum.


“Defaulting Lender” means any Lender that (a)
has failed to fund any portion of the Loans or participations in L/C Obligations
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (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 Business Day of the date when due, unless the
subject of a good faith dispute, (c) is the sole Lender giving notice to the
L/C Issuer under Section 2.03(b)(ii) or Section 2.03(b)(iii)
or (d) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.


“Disposition” or “Dispose” means the
sale, assignment, transfer in full, conveyance, or other disposition (including
dispositions pursuant to Local Marketing Agreements, Joint Sales Agreements or
Shared Services Agreements or pursuant to any sale and leaseback transaction)
of any property by the Parent, the Borrower or any of their Restricted
Subsidiaries, including any such disposition or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding assets disposed of in the ordinary course
of business of such Person.


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


“Domestic Subsidiary” means any Restricted
Subsidiary that is organized under the laws of any political subdivision of the
United States, unless the direct or indirect parent of such Subsidiary is not
so organized.


“EDGAR”, means the Electronic Data Gathering,
Analysis, and Retrieval system or any similar system used by the SEC for
electronic SEC filings.


“Eligible Assignee” means (a) a Lender; (b) an
Affiliate of a Lender or an Approved Fund approved by the Administrative Agent
and the L/C Issuer and (c) any other Person (other than a natural person)
approved by (i) the Administrative Agent and the L/C Issuer, and
(ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include (x)
the Parent, the Borrower or any of the Parent’s or the Borrower’s Affiliates or
Subsidiaries or (y) any direct and known competitor of the Parent, the Borrower
or any of their Subsidiaries.


“Environmental Laws” means any and all
applicable federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any Hazardous Materials into the environment,
including those 



 10
 









related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


“Environmental Liability” means any liability,
contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Parent, the
Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the 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.


“Equity Interests” means, with respect to any
Person, all of the shares of capital stock, membership or partnership of (or
other ownership interests in) such Person, all of the warrants, options or
other rights for the purchase or Acquisition from such Person of shares of
capital stock, membership or partnership of (or other ownership interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership interests in) such Person or warrants,
rights or options for the purchase or Acquisition from such Person of such
shares (or such other interests), and all of the other ownership interests in
such Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination.


“ERISA” means the Employee Retirement Income
Security Act of 1974.


“ERISA Affiliate” means any trade or business
(whether or not incorporated) under common control with the Parent or the
Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m)
and (o) of the Code for purposes of provisions relating to Section 412 of
the Code).


“ERISA Event” means (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Parent or the Borrower or
any ERISA Affiliate 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 such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by the Parent or the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Parent, the Borrower or any ERISA Affiliate.



 11
 









“Eurodollar
Rate”  means, for any Interest Period
with respect to a Eurodollar 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 Dollar deposits (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 “Eurodollar Rate” for such Interest Period shall be
the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by the Administrative Agent and with a term equivalent
to such Interest Period would be offered by the Administrative Agent’s London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior to
the commencement of such Interest Period.


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


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


“Excluded Collateral” means any Equity
Interests owned by the Parent, the Borrower or any of their Subsidiaries in the
Unrestricted Subsidiaries.


“Excluded Taxes” means, with respect to the
Administrative Agent, any Lender, the L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of the Borrower
hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by any jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized, is resident or is doing business, (b) any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which the Borrower is located and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 10.13), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party hereto (or designates a new Lending Office) or is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with Section 3.01(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).


“Existing Credit Agreement” means that certain
Credit Agreement, dated as of August 12, 2004, among the Borrower, the Parent
as a guarantor, KeyBank National Association, as Administrative Agent and L/C
Issuer, Bank of America as Syndication Agent, Harris Nesbitt, JPMorgan Chase
Bank, N.A. and SunTrust Bank as Co-Documentation Agents, and a syndicate of
lenders, as amended through the date hereof.


“Existing Letters of Credit” means those
letters of credit listed on Schedule 1.01.



 12
 









“FCC” shall mean the Federal Communications
Commission and any successor or substitute governmental commission, agency,
department, board or authority performing functions similar to those performed
by the Federal Communications Commission on the date hereof.


“FCC Regulations” shall mean all rules,
regulations, written policies, orders and decisions of the FCC under the
Communications Act.


“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 of New York 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.


“Fee Letters” means (i) the letter agreement,
dated June 11, 2007 among the Borrower, Bank of America and Banc of America
Securities LLC., (ii) the letter agreement, dated June 11, 2007, among the
Borrower, JPMorgan Chase Bank and J.P. Morgan Securities Inc., and
(iii) any other fee letter entered into by the Borrower and any Agent,
Arranger or Lender in connection with this Agreement.


“Final Order” means an action or order issued
by the FCC (a) which has not been reversed, stayed, enjoined, set aside,
annulled or suspended, and (b) with respect to which (i) no requests
or petitions have been filed for administrative or judicial review,
reconsideration, rehearing, appeal or stay, and the time for filing any such
requests or petitions and for the FCC to set aside the action on its own motion
has expired, (ii) in the event of review, reconsideration or appeal, the
time for further review, reconsideration or appeal has expired, and
(iii) no appeal to a court or request for stay by a court of such action
is pending or in effect, and, if any deadline for filing any such appeal or
request is designated by statute or rule, it has passed.


“Foreign Lender” means any Lender that is
organized under the laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes. 
For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single jurisdiction.


“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 (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business.


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute 



 13
 









of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.


“Governmental Authority” means the government
of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other governmental entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


“Granting Lender” has the meaning specified in Section 10.06(h).


“Guarantee” means, as to any Person, any (a)
any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other 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 obligation, (ii) to purchase
or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other 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 obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other 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
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  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, for which such Person is liable under
such Guarantee 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.


“Guarantors” means, collectively, the Parent
and each existing and future direct and indirect Domestic Subsidiary and, to
the extent no Adverse Tax Consequence would result, foreign Subsidiary of the
Parent and the Borrower, except (i) any Domestic Subsidiary of the Borrower
that exclusively holds all the equity interests of one or more foreign
Subsidiaries and the Guaranty of which would cause Adverse Tax Consequence to
the Borrower and (ii) Unrestricted Subsidiaries.


“Guaranty” means the Guaranty made by the
Guarantors in favor of the Administrative Agent and the Lenders, substantially
in the form of Exhibit E.



 14
 









“Hazardous Materials” means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


“Incremental Facility” has the meaning
specified in Section 2.13(a).


“Incremental Revolver Loan” has the meaning
specified in Section 2.13(a).


“Incremental Loan Amendment” has the meaning
specified in Section 2.13(e).


“Incremental Term Loan” has the meaning specified
in Section 2.13(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)                               all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


(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 trade accounts payable in the ordinary course of business
and deferred compensation);


(e)                                indebtedness
(excluding prepaid interest thereon) secured by (or for which the holder of
such debt has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by the Parent, the Borrower or any of their
Restricted Subsidiaries, whether or not the obligations secured thereby have
been assumed by such Person or is limited in recourse (provided that, if such
Indebtedness is non-recourse, the amount of such Indebtedness for purposes
hereof shall be limited to the lesser of the principal amount of such
Indebtedness and the fair market value of the property serving as collateral
therefor);


(f)                                  capital
leases and Synthetic Lease Obligations; and


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


For all purposes hereof, the Indebtedness of any
Person shall 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 to the
extent a Loan Party is liable therefor. 
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



 15















any capital lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.


“Indemnified Taxes” means Taxes other than
Excluded Taxes.


“Indemnitees” has the meaning specified in Section 10.04(b).


“Indenture” means that certain Indenture, dated
as of March 5, 2002, among the Borrower, Entercom Capital, Inc. a Delaware
corporation, the Parent, the subsidiary guarantors listed therein and HSBC Bank
USA, as Trustee, together with that certain First Supplemental Indenture, dated
as of March 5, 2002, among the Borrower, Entercom Capital, Inc. a Delaware
corporation, the Parent, the subsidiary guarantors listed therein and HSBC Bank
USA, as Trustee.


“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, however,
that if any Interest Period for a Eurodollar 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, the last Business Day of each March, June, September and December
and the Maturity Date.


“Interest Period” means, as to each Eurodollar
Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on
the date one, two, three or six months thereafter, or, subject to each Lender’s
availability, nine or twelve months, as selected by the Borrower in its
Committed Loan Notice or Term Loan Notice; provided that:


(h)                               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;


(i)                                   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


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


“Investment” means, as to any Person, any
direct or indirect investment by such Person, whether by means of (a) the
purchase or other Acquisition of capital stock or other securities of another
Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt 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 and any arrangement pursuant to
which the investor Guaranties Indebtedness of such other Person, or
(c) the purchase or other Acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit, provided
that, an Investment shall not include any purchase that meets the definition of
an Acquisition.  For purposes of covenant
compliance, the 



 16
 









amount of any Investment
shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment.


“IRS” means the United States Internal Revenue
Service.


“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 Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or
any Subsidiary) in favor of the L/C Issuer and relating to any such Letter of
Credit.


“Joint Sales Agreement” means an agreement for
the sale of commercial or advertising time or any similar arrangement pursuant
to which a Person obtains the right to (i) sell at least a
majority of the time for commercial spot announcements, and/or resell to
advertisers such time on, (ii) provide the sales staff for the sale of the
advertising time or the collection of accounts receivable with respect to
commercial advertisements broadcast on, (iii) set the rates for
advertising on and/or (iv) provide the advertising material for broadcast
on, a radio broadcast station the FCC License of which is held by a Person
other than an Affiliate of such Person.


“Laws” means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
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, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law, including, when used with
respect to the Parent, the Borrower and their Subsidiaries, the Communications
Act and all FCC Regulations.


“L/C Advance” means, with respect to each
Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage.


“L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Committed 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 increase of the amount thereof.


“L/C Issuer” means Bank of America, in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder, provided that, with respect to the Existing
Letters of Credit only (and only so long as there are any remaining undrawn
Existing Letters of Credit), “L/C Issuer” shall also include KeyBank National
Association, but KeyBank National Association shall not have right or
obligation to issue any new Letters of Credit, and shall not renew, amend,
modify or otherwise alter, extend or increase any of the Existing Letters of
Credit.



 17
 









“L/C Obligations” means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including (without duplication) all L/C Borrowings.  For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  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.


“Lender” has the meaning specified in the
introductory paragraph hereto.


“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 Borrower and the Administrative Agent.


“Letter of Credit” means any standby letter of
credit issued hereunder and shall include the Existing Letters 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 L/C Issuer.


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


“Letter of Credit Fee” has the meaning
specified in Section 2.03(i).


“Letter of Credit Sublimit” means an amount
equal to $250,000,000.  Letter of Credit Sublimit is part of, and not
in addition to, the Aggregate Commitments.


“License” means any authorization, permit,
consent, franchise, ordinance, registration, certificate, license, agreement or
other right filed with, granted by, or entered into by a federal, state or
local Governmental Authority which permits or authorizes the acquisition,
construction or operation of a radio broadcasting station, or any part of a
radio broadcasting station or which is required for the acquisition, ownership
or operation of any Station.


“License Subsidiary” means any Subsidiary of
the Borrower and the Parent formed or acquired solely for the purpose of
holding Licenses issued by the FCC.


“Licensing Authority” means a Governmental
Authority which has granted or issued a License.


“Lien” means any mortgage, pledge,
hypothecation, encumbrance, lien (statutory or other) or other security
interest or preferential arrangement in the nature of a security interest 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 financing lease having substantially the same
economic effect as any of the foregoing).



 18
 









“Like Kind Exchanges” means an exchange of
like-kind property under Section 1031 of the Code to the maximum extent
possible under Section 1031, established pursuant to a “qualified escrow
account” within the meaning of Treas. Reg. Section 1.1031(k)-1(g)(3) with a “qualified
intermediary” within the meaning of Treas. Reg. Section 1.1031(k)-1(g)(4),
which account shall be governed by an escrow agreement complying with the
requirements of Treas. Reg. Sections 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6).


“Loan” means an extension of credit by a Lender
to the Borrower under Article II in the form of a Committed Loan, Term
Loan, Incremental Revolver Loan or Incremental Term Loan.


“Loan Documents” means this Agreement, each
Note, each Issuer Document, each Fee Letter, each Pledge Agreement and the
Guaranty, and each other document or agreement executed by any Loan Party in
connection with this Agreement from time to time, except Swap Contracts.


“Loan Notice” means a Committed Loan Notice or
a Term Loan Notice, or both, as applicable in the context used.


“Loan Parties” means, collectively, the
Borrower, the Parent and each Guarantor.


“Local Marketing Agreement” means a local
marketing arrangement, time brokerage agreement, management agreement or
similar arrangement pursuant to which a Person, subject to customary preemption
rights and other limitations, obtains the right to exhibit programming and sell
all advertising time during more than fifty percent (50%) of the air time of a
radio broadcast station licensed to another Person.


“Material Adverse Effect” means (a) a material
adverse change in, or a material adverse effect upon, the business, assets,
properties, liabilities, operations or financial condition of either (i) the
Parent, the Borrower and their Subsidiaries taken as a whole or (ii) the
Parent, the Borrower and the Restricted Subsidiaries taken as a whole;
(b) a material adverse effect upon the ability of the Borrower to perform
its material obligations under this Agreement; (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against
the Borrower of this Agreement or (d) a material adverse effect upon (i)
the ability of the Loan Parties taken as a whole to perform their material
obligations under the Loan Documents or (ii) the legality, validity,
binding effect or enforceability against the Loan Parties taken as a whole of
the Loan Documents.


“Material Contractual Obligation” means, as to
the Parent, the Borrower and their Subsidiaries, any provision of any security
issued by such Person, or of any agreement, instrument or other undertaking
(other than Material Operating Agreements) to which such Person is a party or
by which it or any of its property is bound, in each case set forth above, the
termination or adverse modification of which could reasonably be expected to
have a Material Adverse Effect.


“Material Operating Agreement” means any
programming agreement, time brokerage, Local Marketing Agreement or similar
agreement, franchise agreement, lease or other agreement relating to the
operation of a Station by the Parent, the Borrower or any of their
Subsidiaries, in 



 19
 









each case set forth
above, the termination or adverse modification of which could reasonably be
expected to have a Material Adverse Effect.


“Material Subsidiary” means any Restricted
Subsidiary of the Borrower whose operating cash flow (using the determination
set forth in Consolidated Operating Cash Flow for such Subsidiary only) for the
most recently completed twelve month period was greater than ten percent of the
Consolidated Operating Cash Flow for the Parent, the Borrower and their
Restricted Subsidiaries on a consolidated basis, or whose assets comprised more
than ten percent of the total assets of the Parent, the Borrower and its
Restricted Subsidiaries, on a consolidated basis, as of the fiscal quarter most
recently ended.


“Maturity Date” means June 30, 2012, or such
earlier date as the Obligations become due and payable hereunder, whether by
reduction of the Aggregate Commitments to zero, termination, acceleration or
otherwise.


“Multiemployer Plan” means any employee benefit
plan of the type described in Section 4001(a)(3) of ERISA, to which the
Parent, the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions.


“Net Cash Proceeds” means, in connection with
any Disposition, the cash proceeds (including any cash payments received by way
of deferred payment pursuant to a promissory note, receivable or otherwise, but
only as and when received in cash) of such Disposition net of (i) reasonable
transaction costs (including any underwriting, brokerage or other selling
commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith actually incurred
and satisfactorily documented), (ii) required payments on Indebtedness
permitted to exist hereunder related to assets sold in such Disposition (other
than payments due with respect to the Obligations) (iii) taxes estimated to be
paid as a result of such Disposition, and (iv) with respect to any Subsidiary
that is an Unrestricted Subsidiary, the portion of the gross proceeds of such
Disposition payable to the minority holder(s) of the Equity Interests in such
Unrestricted Subsidiary in accordance with the applicable percentage ownership
of such Equity Interests.


“Net Investments” means, on any date of
determination, the difference between (a) the aggregate amount of all
Investments, loans and advances by the Parent, the Borrower and their
Restricted Subsidiaries in or to all Unrestricted Subsidiaries, minus (b) the
aggregate amount of cash received by the Borrower and its Restricted Subsidiaries
(x) from any Unrestricted Subsidiary that is used in full by the Borrower to
repay amounts outstanding under the Term Loans, and (y) as a result of the sale
of all of the assets of, or all of the Equity Interests in, any Unrestricted
Subsidiary, which such net proceeds are used to repay the outstanding
Obligations.  Net Investments shall be
certified to the Lenders in the Compliance Certificate delivered in accordance
with Section 6.02(a).


“Notes” means promissory notes made by the
Borrower in favor of a Lender evidencing (a) Committed Loans made by such
Lender and/or (b) Term Loans made by such Lender, substantially in the form of Exhibit
B-1 and B-2, as applicable, and “Note” shall mean any one or
more of the Notes, as applicable in the context used.



 20
 









“Obligations” means all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under
any Loan Document with respect to any Loan or Letter of Credit, or with respect
to a Swap Contract of the Parent, the Borrower or any Subsidiary to which the
Lender or any Affiliate of any Lender is a party, in each case 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 with respect to any of the foregoing that accrue after the
commencement by or against any Loan Party or any Affiliate thereof 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.


“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” means all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any other Loan Document
or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.


“Outstanding Amount” means (i) with respect to
Committed Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of
Committed Loans occurring on such date; (ii) with respect to Term Loans on
any date, the aggregate outstanding principal amount thereof after giving
effect to any prepayments or repayments of Term Loans occurring on such date;
and (iii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts, as applicable in the
context used.


“Parent” has the meaning specified in the
introductory paragraph hereto.


“Parent/Borrower Pledge Agreement” has the
meaning specified in Section 4.01(a)(iii).


“Participant” has the meaning specified in Section 10.06(d).


“PBGC” means the Pension Benefit Guaranty
Corporation.


“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
sponsored or maintained by the Parent, the Borrower or any ERISA Affiliate or
to which the Parent, the Borrower or any ERISA Affiliate contributes or has an
obligation to contribute, or 



 21
 









in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions
at any time during the immediately preceding five plan years.


“Permitted Acquisitions” means Acquisitions by
the Parent, the Borrower and their Restricted Subsidiaries of Stations or any
other Business.


“Permitted Holders” means, collectively, Joseph
M. Field and David J. Field and their immediate families, including their
wives, their children or grandchildren, the spouses of their children and their
grandchildren, or trusts created for the benefit of any of, or the estates of,
the foregoing or entities controlled by Joseph M. Field or David J. Field.


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


“Plan” means any “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA) established by the Parent
or the Borrower or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


“Platform” has the meaning specified in Section
6.02.


“Pledge Agreements” means the Parent/Borrower
Pledge Agreement and the Subsidiary Pledge Agreement.


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


“Register” has the meaning specified in Section 10.06(c).


“Reinvestment Period” has the meaning specified
in Section 2.04(b)(ii).


“Related Parties” means, with respect to any
Person, such Person’s Affiliates and directors, officers, employees, agents and
advisors of such Person and of such Person’s Affiliates.


“Reportable Event” means any of the events set
forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived.


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


“Required Lenders” means, as of any date of
determination, Lenders having more than
50% of the sum of (i) the Aggregate Commitments and (ii) the
outstandings under the Term Loans, or, if the commitment of each Lender to make
Committed Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders
holding in the aggregate more than 50% of
the Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations being deemed “held”
by such Lender for purposes of this definition); provided that the
Commitment of, 



 22
 









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.


“Responsible Officer” means the chief executive
officer, president, chief financial officer, executive vice president,
treasurer or assistant treasurer 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.  For the avoidance of doubt, any certificate
executed by any officer pursuant to or in connection with any Loan Document
shall be deemed executed by such officer in his or her capacity as an officer
of the applicable Loan Party and not in his or her individual capacity, and
such officer shall have no individual or personal liability with respect
thereto.


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


“Restricted Subsidiary” means (unless
designated an “Unrestricted Subsidiary” under the terms of this Agreement),
each Subsidiary of the Parent and the Borrower, provided  that in
each case Restricted Subsidiaries must be Guarantors and have all the Equity
Interests owned by the Parent, the Borrower and their direct and indirect Restricted
Subsidiaries in such Restricted Subsidiary pledged to secure the
Obligations.  To the extent that any
Unrestricted Subsidiary (i) becomes a Guarantor, (ii) has 100% of its
Equity Interests pledged to secure the Obligations, (iii) has no existing Indebtedness
or Liens at the time of designation to a Restricted Subsidiary that would not
have been permitted to be incurred under Sections 7.01 and 7.03
if such Unrestricted Subsidiary had been a Restricted Subsidiary at the time of
its incurrence (except any Indebtedness (and/or Liens securing Indebtedness)
that has been reduced in amount to fit into the exceptions in Section 7.01
and 7.03), (iv) is otherwise in compliance with the provisions
of this Agreement, and (v) such Guaranty of the Obligations and such Equity
Pledge are in each case pursuant to documentation substantially similar in
terms, conditions and form to the Guaranty and the Subsidiary Pledge Agreement
(or in such other form agreed to by the Administrative Agent and the Borrower),
then such Unrestricted Subsidiary shall thereafter be included in the
definition of Restricted Subsidiaries.


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


“Senior Subordinated Notes” means those certain
7-5/8% Senior Subordinated Notes due 2014 issued by the Borrower and Entercom
Capital, Inc., a Delaware Corporation, pursuant to the terms of the Indenture
and the other Senior Subordinated Notes Documents.



 23
 









“Senior Subordinated Notes Documents” means the
Indenture and each other agreement, guaranty, collateral agreement or other
document or instrument executed in connection with the Senior Subordinated
Notes.


“Shared Services Agreement” means a shared
services arrangement or other similar arrangement pursuant to which two Persons
owning separate radio broadcast stations agree to share the costs of certain
services and procurements which they individually require in connection with
the ownership and operation of one radio broadcast station, whether through the
form of joint or cooperative buying arrangements or the performance of certain
functions relating to the operation of one radio broadcast station by employees
of the owner and operator of the other radio broadcast station, including, but
not limited to, the co-location of the studio, non-managerial administrative
and/or master control and technical facilities of such radio broadcast station
and/or the sharing of maintenance, security and other services relating to such
facilities.


“Solvent” means, with respect to any Person, as
of any date of determination, that the fair value of the assets of such Person
(at fair valuation) is, on the date of determination, greater than the total
amount of liabilities (including contingent and unliquidated liabilities) of
such Person as of such date, that the present fair saleable value of the assets
of such Person will, as of such date, be greater than the amount that will be
required to pay the probable liability of such Person on its debts as such debts
become absolute and matured, and that, as of such date, such Person will be
able to pay all liabilities of such Person as such liabilities mature and such
Person does not have unreasonably small capital with which to carry on its
business.  In computing the amount of
contingent or unliquidated liabilities at any time, such liabilities will be
computed at the amount which, in 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 discounted to present value at rates
believed to be reasonable by such Person acting in good faith.


“SPC” has the meaning specified in Section 10.06(h).


“Start Date” has the meaning specified in Section 2.04(b)(ii).


“Station Contracts” has the meaning specified
in Section 5.18.


“Stations” means, as of any date, the radio
broadcasting stations owned by the Borrower and their Restricted Subsidiaries
as of such date, all auxiliary stations owned or operated by the Borrower and
their Restricted Subsidiaries in connection with the foregoing, all television
or other broadcasting stations owned by the Borrower and their Restricted
Subsidiaries, or any other communications station owned or operated at such
time by the Borrower or any of their Restricted Subsidiaries.


“Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
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 



 24
 









specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrower and the Parent.


“Subsidiary Pledge Agreement” has the meaning
specified in Section 4.01(a)(iv).


“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. or any International Foreign Exchange 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).


“Syndication Agent” means Chase, or any
successor syndication agent.


“Synthetic Lease Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized
as the indebtedness of such Person (without regard to accounting treatment);
provided however, that no programming agreement, time brokerage agreement,
Local Marketing Agreement or similar agreement shall constitute a Synthetic
Lease Obligation.


“Taxes” means all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other
charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


“Term A Loan” has the meaning specified in Section 2.01(b).


“Term Loan” means the Term A Loan and any
Incremental Term Loan, as applicable.



 25
 









“Term Loan Notice” means a notice of (a) a
conversion of Term Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A, or any other
form approved by the Administrative Agent.


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


“Type” means, with respect to a Loan, its
character as a Base Rate Loan or a Eurodollar Rate Loan.


“Unfunded Pension Liability” means the excess
of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined as of
the most recently completed actuarial valuation in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of
the Code.


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


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


“Unrestricted Subsidiary” means a direct or
indirect Subsidiary of the Parent or the Borrower, in which the Parent, the
Borrower and their Subsidiaries have invested in cash, assets or equity
investments as permitted by the terms of Section 7.17, and which the
Borrower has designated as an “Unrestricted Subsidiary” by delivering five days
prior written notice to the Administrative Agent (or such lesser notice as
agreed to by the Administrative Agent). 
Each Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted
Subsidiary.


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:


(a)                                The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise 



 26
 









specified, refer to such law or regulation as
amended, modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.  Derivatives of defined terms have
corresponding meanings.  Any reference to
the knowledge of a non-individual Person shall mean the actual knowledge of an
executive officer (or individual holding a similar position) of such
Person.  Any reference to “consolidated”
in connection with the Parent, the Borrower and their Subsidiaries shall mean
eliminating all intercompany accounts.


(b)                               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.”


(c)                                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.


1.03                           Accounting Terms.


(a)                                Generally.  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 on a consistent basis, as in effect from time to
time, except as otherwise specifically prescribed herein.


(b)                               Changes
in GAAP.  If at any time any change
in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Borrower and the Required Lenders); provided  that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.


1.04                           Rounding. 
Any financial ratios required to be maintained by the Borrower pursuant
to 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).


1.05                           Times of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern time.


1.06                           Letter of Credit Amounts.  Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit in 



 27
 









effect at such
time; provided, however, that with respect to any Letter of Credit that, by its
terms or the terms of any Issuer Document related thereto, provides for one or
more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.


ARTICLE
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01                           Loans.


(a)                                Committed Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a “Committed
Loan”) to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Commitment; provided, however,
that after giving effect to any Committed Borrowing, (i) the Outstanding Amount
of Committed Loans shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations shall not exceed such Lender’s Commitment.  Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.01(a), prepay under Section 2.04,
and reborrow under this Section 2.01(a).  Committed Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.


(b)                               Term A Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make a single loan to the Borrower on
the Closing Date in an amount not to exceed such Lender’s Applicable Percentage
of $400,000,000 (each such loan a “Term A Loan”).  The Term A Borrowing on the Closing Date
shall consist of Term A Loans made simultaneously by the Lenders in accordance
with their respective Applicable Percentage of $400,000,000.  Amounts borrowed under this Section
2.01(b) and repaid or prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.


2.02                           Borrowings, Conversions and Continuations of Loans.


(a)                                Each
Committed Borrowing, the initial Term Loan Borrowing each conversion of Loans
from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative
Agent, which may be given by telephone. 
Each such notice must be received by the Administrative Agent not later
than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii)
on the requested date of any Borrowing of Base Rate Loans or conversion of
Eurodollar Rate Loans to Base Rate Loans; provided, however, that
if the Borrower wishes to request Eurodollar Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the
definition of “Interest Period”, the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request
and determine whether the requested Interest Period is available to all of
them.  Not later than 11:00 a.m., 



 28
 









three Business Days before the requested date
of such Borrowing, conversion or continuation, the Administrative Agent shall
notify the Borrower (which notice may be by telephone) whether or not the
requested Interest Period is available to all the Lenders.  Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Section 2.03(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 Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, a
conversion of Term Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans and whether such Eurodollar Rate Loans are Committed Loans
or Term 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 Committed Loans to be borrowed or the
principal amount of the Loans to be converted or continued, (iv) the Type
of Committed Loans to be borrowed or the Type of Loans to which existing Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto.  If the Borrower
fails to specify a Type of Loan in a Loan Notice, or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable 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 Eurodollar Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.


(b)                               Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding
subsection.  In the case of a Committed
Borrowing and in the case of the initial funding of the Term A Loan on the
Closing Date, each Lender shall make the amount of its Committed Loan or Term A
Loan, as applicable, available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than
1:00 p.m. on the Business Day specified in the applicable Loan
Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
by 2:00 p.m. in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower 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 Borrower; provided,
however, that if, on the date that a Committed Loan Notice with respect
to such Borrowing is given by the Borrower there are L/C Borrowings
outstanding, then the proceeds of such Committed Borrowing, first, shall
be applied to the payment in full of any such L/C Borrowings, and second,
shall be made available to the Borrower as provided above.



 29
 









(c)                                Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan.  During the existence of an Event
of Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders.


(d)                               The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At
any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the 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 Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than 15 Interest Periods in effect with respect to all of the Loans.


2.03                           Letters of Credit.


(a)                                The
Letter of Credit Commitment.


(i)                                     Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) 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 in
Dollars for the account of the Borrower or any other Restricted Subsidiaries,
and to amend or extend Letters of Credit in Dollars previously issued by it, in
accordance with subsection (b) below, and (2) to honor drawings under the
Letters of Credit; and (B) the Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower or any other
Restricted Subsidiaries and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Outstanding Amount under the Committed Loans shall not exceed the
Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed
Loans of any Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s
Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit. 
Each request by the Borrower for the issuance or amendment of a Letter
of Credit shall be deemed to be a representation by the 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 Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the 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.  All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof.



 30
 









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


(A)                              subject
to Section 2.03(b)(iii), the expiry date of such of such requested
Letter of Credit would occur more than twelve months after the date of issuance
or last extension, unless the Required Lenders have approved such expiry date;
or


(B)                                the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders (other than Defaulting Lenders)
have approved such expiry date.


(iii)                               The
L/C Issuer shall not be under any 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 the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) first imposed after the
Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Closing Date and, in each case,
which the L/C Issuer in good faith deems material to it;


(B)                                except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $10,000; or


(C)                                the
issuance of any such Letter of Credit would violate one or more policies of the
L/C Issuer, as applicable to all Letters of Credit, generally.


(iv)                              The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.


(v)                                 The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the 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.


(vi)                              The
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 the



 31















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


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


(i)                                     Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the 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
Borrower.  Such Letter of Credit
Application must be received by the L/C Issuer and the Administrative Agent not
later than 11:00 a.m. at least two Business Days (or such later date and time
as the L/C Issuer may agree in a particular instance in its sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be.  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 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; (G) the purpose and nature of the proposed Letter of Credit; and
(H) such other matters as the L/C Issuer may reasonably require.  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 L/C Issuer (A) the
Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to
the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may reasonably require.


(ii)                                  Promptly
after receipt of any Letter of Credit Application, the 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 Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the
L/C Issuer has received written notice from any Lender (provided that any
Lender giving such written notice that is the sole Lender giving such written
notice shall be a Defaulting Lender hereunder), the Administrative Agent or any
Loan Party, at least one Business Day prior to the 



 32
 









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, the L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrower or such Restricted
Subsidiary, or enter into the applicable amendment, as the case may be, in each
case in accordance with the L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance
of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Letter of
Credit.


(iii)                               If
the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of
Credit must permit the L/C Issuer to prevent any such extension 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 “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer,
the Borrower shall not be required to make a specific request to the L/C Issuer
for any such extension.  Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the L/C Issuer to permit the extension of
such Letter of Credit at any time to an expiry date not later than the Letter
of Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the
provisions of clause (ii) 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 Business Days before the Non-Extension Notice Date
(1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender
(provided that any Lender giving such written notice that is the sole Lender
giving such written notice shall be a Defaulting Lender hereunder) or the
Borrower that one or more of the applicable conditions specified in Section
4.02 is not then satisfied, and in each such case directing the L/C Issuer
not to permit such extension.


(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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.



 33
 









(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 L/C Issuer shall notify the Borrower and the
Administrative Agent thereof.  Not later
than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the Borrower shall reimburse
the L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing.  If the Borrower
fails to so reimburse the L/C Issuer by such time, the Administrative Agent
shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Lender’s Applicable Percentage thereof. 
In such event, the Borrower shall be deemed to have requested a
Committed Borrowing of Base Rate Loans 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
Aggregate Commitments and the conditions set forth in Section 4.02
(other than the delivery of a Committed Loan Notice).  Any notice given by the 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
Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer
at the Administrative Agent’s Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Committed Loan to the
Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C Issuer.


(iii)                               With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed
Borrowing of Base Rate Loans because the conditions set forth in Section 4.02
cannot be satisfied or for any other reason, the Borrower shall be deemed to
have incurred from the 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 Lender’s
payment to the Administrative Agent for the account of the 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 Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c)
to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.



 34
 









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


(vi)                              If
any Lender fails to make available to the Administrative Agent for the account
of the 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), the 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 the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation.  A certificate of
the L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be presumptively
correct absent manifest error.


(d)                               Repayment
of Participations.


(i)                                     At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative
Agent receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Lender its Applicable Percentage 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 the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned
under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon 



 35
 









from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect.  The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


(e)                                Obligations
Absolute. 
The obligation of the Borrower to reimburse the L/C Issuer
for each drawing under each Letter of Credit 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
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 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, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER,
other than in each case, arising from or as a result of the willful misconduct,
bad faith or gross negligence of the L/C Issuer;


(iv)                              any
payment by the 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 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, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER,
other than, in each case, arising from or as a result of the willful
misconduct, bad faith or gross negligence of the L/C Issuer; or


(v)                                 any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might 



 36
 









otherwise constitute a defense available to,
or a discharge of, the Borrower or any Subsidiary, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART,
OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER,
other than, in each case, arising from or as a result of the willful
misconduct, bad faith or gross negligence of the L/C Issuer.


The Borrower shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with the Borrower’s instructions or other irregularity,
the Borrower will immediately notify the L/C Issuer.


(f)                                  Role
of L/C Issuer.  Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the 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 Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the 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, bad faith or
willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document, AND IN ALL CASES, WHETHER OR
NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON other than, in each
case, arising from or as a result of willful misconduct, bad faith or gross
negligence of the L/C Issuer.  The
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,
however, that this assumption is not intended to, and shall not,
preclude the 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 Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer, shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e)
, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
ANY SUCH PERSON; provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which were determined by a
final, nonappealable judgment by a court of competent jurisdiction to be caused
by the L/C Issuer’s willful misconduct, bad faith or gross negligence or the
willful misconduct, bad faith or gross negligence of such L/C Issuer’s Related
Parties, correspondents, participants or assignees or the L/C Issuer’s willful
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, the 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, 



 37
 









and the L/C Issuer shall not 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.  (i) if the L/C Issuer
has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the Borrower may (at its election), in each case, promptly Cash Collateralize
the then Outstanding Amount of such L/C Borrowing or such L/C Obligation, as
applicable , and if the Borrower fully cash collateralizes such L/C Borrowing
or L/C Obligation, then notwithstanding anything herein to the contrary such
L/C Borrowing and the related failure to otherwise repay the relevant drawing,
or the fact that such L/C Obligation remains outstanding at such time, as
applicable, shall not solely in and of itself constitute a Default
hereunder.  Sections 2.04 and 8.02(c)
set forth certain additional situations in which the Borrower may elect (or, in
the case of Section 8.02(c), be required) to deliver Cash Collateral
hereunder.  For purposes of this Section
2.03, Section 2.04 and Section 8.02(c),  “Cash Collateralize” means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer (which documents
are hereby consented to by the Lenders). 
Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the 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, interest bearing deposit accounts
with the Administrative Agent.


(h)                               Applicability
of ISP.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), the
rules of the ISP shall apply to each standby Letter of Credit.


(i)                                   Letter
of Credit Fees.  The Borrower shall
pay to the Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit
Fee”) for each standby Letter of Credit equal to the Applicable Rate times
the daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be
(i) computed on a quarterly basis in arrears and (ii) due and payable on
the first 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
within five Business Days of demand therefor. 
If there is any change in the Applicable Rate during any quarter, the
daily amount available to be drawn under each standby 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.  Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.



 38
 









(j)                                   Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C
Issuer for its own account a fronting fee with respect to each standby Letter
of Credit, at the rate per annum specified in the Fee Letters, computed on the
daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears, and due and payable on the first 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 within five Business Days of demand
therefor.  For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account such customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the 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 Business Days of receipt of a
reasonably detailed written invoice therefor and are nonrefundable.


(k)                                Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


(l)                                   Letters
of Credit Issued for Restricted 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 of the Borrower, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit.  The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of
Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries.


2.04                           Prepayments.


(a)                                Voluntary
Prepayments.  The Borrower may, upon
notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later
than 11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans;
(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any
prepayment of Base Rate Loans 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 Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein, or the Borrower shall
compensate the Lenders to the extent required by the terms of Section 3.05.  Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05.  Each such optional prepayment shall be
applied as 



 39
 









among the Loans (and to the installments
thereof, if any) at the direction of the Borrower, in accordance with the
respective Applicable Percentages of the Lenders.


(b)                               Mandatory
Prepayments.


(i)                                     If
for any reason the Outstanding Amount of Committed Loans at any time exceeds
the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount
equal to such excess; provided, however, that the Borrower shall
not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)
unless after the prepayment in full of the Committed Loans the Outstanding
Amount under the Committed Loan exceed the Aggregate Commitments then in
effect.


(ii)                                  If,
the Parent, the Borrower or any Restricted Subsidiary of the Parent or the
Borrower makes any Disposition of assets (other than (i) a Disposition
permitted by subsections (a) through (f) of Section 7.04,
(ii) Dispositions resulting in gross proceeds of $25,000,000 or less, and
(iii) Dispositions by Unrestricted Subsidiaries), then the Borrower shall
make a mandatory prepayment of the Loans in the amount of the Net Cash Proceeds
of such Disposition if the Consolidated Leverage Ratio is greater than 5.50 to
1.00 at the end of the Reinvestment Period (as defined below); provided  that,
notwithstanding the foregoing, this requirement for mandatory prepayment shall
be reduced to the extent the Borrower, any Guarantor or such Restricted
Subsidiary reinvests such Net Cash Proceeds by making a Permitted Acquisition
during the first 12 months after the date of consummation of such Disposition
(the “Start Date”) (such 12 month period after the Start Date herein referred
to as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a)
or Event of Default exists as of the (A) Start Date, (B) receipt of the Net
Cash Proceeds by the Borrower (but not including Net Cash Proceeds received as
a result of post-closing adjustments, earn-outs and other customary
post-closing arrangements) or (c) at the time of reinvestment.  If any such payment Default under Section 8.01(a)
or Event of Default occurs and is continuing, or if all of such Net Cash
Proceeds are not so reinvested during the Reinvestment Period, then the
Borrower shall make a mandatory prepayment of the Loans promptly following the
occurrence of such payment Default under Section 8.01(a) or Event
of Default or the end of the Reinvestment Period, whichever is earlier, in an
amount equal to the Net Cash Proceeds of such Disposition less any amounts
reinvested during the Reinvestment Period in accordance with the terms of this
provision and the other terms of this Agreement.  Together with any prepayment required by this
Section 2.04(b)(ii), the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower setting forth the
calculation of the Net Cash Proceeds of such Disposition.  Each such mandatory prepayment shall be
applied as among the Loans (and to the installments thereof, if any) at the
direction of the Borrower, in accordance with the respective Applicable
Percentages of the Lenders, provided that, (x) the Borrower shall prepay the
Term Loans with the remainder of any partial application of any such mandatory 



 40
 









prepayment that results in payment in full of
the Committed Loans.  Nothing in this Section 2.04(b)(ii)
shall be deemed to permit any Disposition not otherwise permitted under this
Agreement.


2.05                           Termination or Reduction of Commitments.  The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time
permanently reduce the Aggregate Commitments; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00 a.m.
three Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Outstanding Amount under the
Committed Loans would exceed the Aggregate Commitments, and (iv) if, after
giving effect to any reduction of the Aggregate Commitments, the Letter of
Credit Sublimit exceeds the amount of the Aggregate Commitments, such Letter of
Credit Sublimit shall be automatically reduced by the amount of such
excess.  The Administrative Agent will
promptly notify the Lenders of any such notice of termination or reduction of
the Aggregate Commitments.  Any reduction
of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. 
All fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.


2.06                           Repayment of Obligations.  The Borrower shall:


(a)                                Repayment
of Loans.  Repay to the Lenders on the Maturity Date the
aggregate principal amount of the Loans;


(b)                               Installment
Payments of the Term A Loan.  The
Borrower shall repay to the Lenders the aggregate principal amount of all Term
A Loans outstanding on the following dates in the respective amounts set forth
opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with Section 2.04):


	
  Date

  The Last Business Day of the Following Months:

  	
   

  	
  Amount

  	
   

  
	
  September 2007,
  December 2007, March 2008 and June 2008

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  September 2008,
  December 2008, March 2009 and June 2009

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  September 2009,
  December 2009, March 2010 and June 2010

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  September 2010,
  December 2010, March 2011 and June 2011

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  September 2011,
  December 2011, March 2012 and June 2012

  	
   

  	
  $

  	
  60,000,000

  	
   

  



 


provided, however, that
the final principal repayment installment of the Term A Loans shall be repaid
on the Maturity Date for the Term A Loans and in any event shall be in an
amount equal to the aggregate principal amount of all Term A Loans outstanding
on such date.



 41
 









(c)                                Repayment
of Obligations.  Repay to the Lenders on the Maturity Date all
other Obligations outstanding on the Maturity Date, except to the extent any
Incremental Facility has a later maturity date.


(d)                               Repayment
of Incremental Facility and Obligations.  Repay to the Lenders any Incremental Term
Loan or Incremental Revolving Loan on the maturity date applicable thereto, and
repay to the Lenders all remaining outstanding Obligations on the latest
maturity date of any Incremental Facility.


(e)                                Repayment
of L/C Borrowing.  Repay to the Lenders within five days after
demand therefore the full amount of each L/C Borrowing, unless such L/C
Borrowing has been cash collateralized in accordance with the terms of Section
2.03(g).


2.07                           Interest.


(a)                                Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan
shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate and (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.


(b)


(i)                                     If
any amount of principal of any Loan is not paid when due (after the expiration
of any applicable grace periods), whether at stated maturity, by acceleration
or otherwise, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


(ii)                                  If
any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (after the expiration of any applicable
grace periods), whether at stated maturity, by acceleration or otherwise, then
upon the request of the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.


(iii)                               Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


(iv)                              Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.


(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 



 42
 









judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.


2.08                           Fees. 
In addition to certain fees described in subsections (i) and (j) of Section 2.03:


(a)                                Commitment
Fee.  The Borrower shall pay to the
Administrative Agent for the account of each Lender that is not a Defaulting
Lender in accordance with its Applicable Percentage, a commitment fee equal to
the Applicable Rate for the Commitment Fee times the actual daily amount
(the “Commitment Amount”) by which the Aggregate Commitments exceed the sum of
(i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount
of L/C Obligations.  The commitment fee
shall accrue at all times during the Availability Period, 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 on 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.  The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Commitment Amount or
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.


(i)                                     The
Borrower shall pay to the Arrangers and the Agents for their own respective
accounts, fees in the amounts and at the times specified in the Fee
Letters.  Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.


(ii)                                  The
Borrower shall pay to the Lenders 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.


2.09                           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 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 2.11(a), bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be presumptively correct,
absent manifest error.


2.10                           Evidence of Debt.


(a)                                The
Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent
in the ordinary 



 43
 









course of business.  The accounts or records maintained by the
Administrative Agent and each Lender shall be presumptively correct absent
manifest error of the amount of the Credit Extensions made by the Lenders to
the Borrower 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 Borrower
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 Borrower shall execute and deliver
to such Lender (through the Administrative Agent) a Note, 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 subsection (a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit. 
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.


2.11                           Payments Generally; Administrative Agent’s Clawback.


(a)                                General.  All payments to be made by the Parent and the
Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Parent and the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than
2:00 p.m. on the date specified herein. 
The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (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 after 3:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the
Parent and the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.


(b)


(i)                                     Funding
by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed (A) time, with respect to
Base Rate Loans made on a same day basis and (B) date, with respect to all
other Loans, of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such
assumption, make available to the Borrower a corresponding 



 44
 









amount. 
In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender agrees to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.  If the Lender does not pay
the Administrative Agent such amount, the Borrower agrees to pay the
Administrative Agent any such amount made available to the Borrower within five
Business Days of notice thereof with interest at a rate equal to the interest
rate applicable to Base Rate Loans.  If
the Borrower 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 Borrower the amount of such interest paid by the Borrower
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 the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


(ii)                                  Payments
by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the L/C Issuer, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


A notice of the Administrative Agent to any Lender or
the Borrower with respect to any amount owing under this subsection (b)
shall be presumptively correct, absent manifest error.


(c)                                Failure
to Satisfy Conditions Precedent.  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 Borrower 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, 



 45
 









without interest; provided, however, that if
such funds are not returned within one Business Day, such funds shall bear
interest at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.


(d)                               Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Loans, to fund participations in Letters of
Credit and to make payments pursuant to Section 10.04(c) are
several and not joint.  The failure of
any Lender to make any Loan, to fund any such participation or to make any
payment under Section 10.04(c) 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, to purchase its participation or to make its payment under Section 10.04(c).


(e)                                Funding
Source.  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.


2.12                           Sharing of Payments by Lenders.  If any Lender shall, by exercising any right
of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Loans made by it, or the participations
in L/C Obligations held by it resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro  rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at
face value) participations in the Loans and subparticipations in L/C
Obligations of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them, provided
that:


(i)                                     if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and


(ii)                                  the
provisions of this Section shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or subparticipations in L/C Obligations to any assignee or participant,
other than to the Parent, the Borrower or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


Each Loan Party
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of  such Loan Party
in the amount of such participation.



 46
 









2.13                           Incremental Facility.


(a)                                Request
for Incremental Facility.  Provided
(i) there exists no Default both before and after giving effect to any such
incurrence of an increase or additional term loan or revolver loan, (ii) such
increase and/or incurrence of an additional term loan or revolver loan is
permitted pursuant to the terms of the Indenture and the Senior Subordinated
Notes Documents and (iii) the Arrangers and the Agents consent thereto,
upon notice to the Administrative Agent (which shall promptly notify the
Lenders), the Borrower may from time to time, request (x) an increase in the
Aggregate Commitments, (y) the addition of an incremental term loan (an “Incremental
Term Loan”), or (z) the addition of an incremental revolver loan (an “Incremental
Revolver Loan”) (Incremental Revolver Loans and/or Incremental Term Loans,
or both, are herein collectively referred to as an “Incremental Facility”)
by an amount (for all such requests in the aggregate) not exceeding $500,000,000;
provided that any such request for an increase in the Aggregate
Commitments or any Incremental Facility shall be in a minimum amount of
$50,000,000.  At the time of sending such
notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders).


(b)                               Lender
Elections.  Each Lender shall notify
the Administrative Agent within such time period whether or not it agrees (i)
to increase its Commitment and, if so, whether by an amount equal to, greater
than, or less than its Applicable Percentage of such requested increase and/or
(ii) to provide an Incremental Facility, and, if so, in what amount.  Any Lender not responding within such time
period shall be deemed to have declined to increase its Commitment or provide
an Incremental Facility.


(c)                                Notification
by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the
Borrower and each Lender of the Lenders’ responses to each request made
hereunder.  To achieve the full amount of
a requested increase in the Aggregate Commitments or Incremental Facility and
subject to the approval of the Arrangers, the Agents and the L/C Issuer, the
Borrower may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance reasonably satisfactory
to the Administrative Agent and its counsel.


(d)                               Effective
Date of Increase and Allocations.  If
the Aggregate Commitments or Term Loans are increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the
effective date (the “Increase Effective Date”) and the final allocation
of such increase.  The Administrative
Agent shall promptly notify the Borrower and the Lenders of the final
allocation of such increase and the Increase Effective Date.  The Borrower shall prepay any Committed Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep
the outstanding Loans ratable with any revised Applicable Percentages arising
from any nonratable increase in the Commitments under this Section.


(e)                                Incremental
Loan Amendment.  To effectuate the
addition of an Incremental Facility, the Borrower, the Agents and each Lender
or other approved financial institution agreeing to provide such Incremental
Facility, shall execute an amendment (each, an



 47















“Incremental Loan Amendment”).  Each such Incremental Loan Amendment shall
provide that (i) the scheduled maturity date of the Incremental Facility shall
not be sooner than the Maturity Date and (ii) the Incremental Facility shall be
collateralized on the same basis as the Loans. 
Notwithstanding Section 10.01, any waiver, consent or other
amendment to any term or provision of this Agreement necessary or advisable to
effectuate any Incremental Facility or any provisions thereof in accordance
with the terms of, or the intent of, this Agreement, shall be effective when
executed by the Borrower, the Agents and each Lender or other approved
financial institution making such Incremental Facility.  So long as any financial institution not
theretofore a Lender which is providing an Incremental Facility shall have
become a Lender under this Agreement pursuant to an Incremental Loan Amendment,
the Incremental Facility being requested by the Borrower shall become effective
under this Agreement upon the effectiveness of such Incremental Loan Amendment
and the Lender or Lenders providing such Incremental Facility shall be deemed
to have agreed, severally and not jointly, upon the terms and subject to the
conditions of this Agreement, to make an Incremental Facility on the effective
date of the applicable Incremental Loan Amendment.


(f)           Conditions to Effectiveness of
Increase or Incremental Loan Amendment. 
As a condition precedent to such increase in the Aggregate Commitments
and any Incremental Facility, the Borrower shall deliver to the Administrative
Agent a certificate of each Loan Party (as applicable) dated as of the Increase
Effective Date or the effective date of the Incremental Loan Amendment, as
applicable, signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase or Incremental Loan Amendment, and (ii) in the
case of the Borrower, certifying that, before and after giving effect to such
increase or Incremental Loan Amendment, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and
correct in all material respects on and as of the Increase Effective Date or
the effective date of the Incremental Loan Amendment, as applicable, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects
as of such earlier date, and except that for purposes of this Section 2.13,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01,
(B) no Default shall have occurred and be continuing or be caused by the
increase in the Aggregate Commitments or incurrence of the Incremental Facility
and (C) that the financial projections attached thereto  demonstrate on a pro forma basis the
Borrower’s compliance with all of the covenants in the Agreement (including the
financial covenants set forth in Section 7.13) after giving effect
to such increase or incurrence of the Incremental Facility.


(g)          Conflicting Provisions.  This Section shall supersede any provisions
in Sections 2.12 or 10.01 to the contrary.



 48
 









ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         Taxes.


(a)           Payments Free of Taxes.  Except as otherwise provided in this
Agreement, any and all payments by or on account of any obligation of Parent,
the Borrower or any Subsidiary hereunder or under any other Loan Document shall
be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if the Parent, the Borrower or
any Subsidiary shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) the Parent, the Borrower and their Subsidiaries shall make such
deductions and (iii) the Parent, the Borrower and their Subsidiaries shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


(b)          Payment of Other Taxes by the Loan
Parties.  Without limiting the
provisions of subsection (a) above, the Parent, the Borrower and their
Restricted Subsidiaries shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.


(c)           Indemnification by the Borrower.  The Borrower shall indemnify the Administrative
Agent, each Lender and the L/C Issuer, within 30 days after its receipt of a
reasonably detailed written invoice therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  A duly executed certificate,
prepared in good faith, as to the amount of such payment or liability delivered
to the Borrower by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be presumptively correct absent
manifest error.


(d)          Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


(e)           Status of Lenders.  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or
under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and duly executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if
requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will



 49
 









enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements.


Without limiting the generality of the foregoing, in
the event that the Borrower is resident for tax purposes in the United States,
any Foreign Lender shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:


(i)            two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a party,


(ii)           two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI,


(iii)          in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a duly executed certificate to the effect
that such Foreign Lender is not (A) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN, or


(iv)          any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in United
States Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.


In the event that the
Borrower is a resident for tax purposes in the United States, any Lender other
than a Foreign Lender shall deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of the Borrower or the Administrative
Agent, but only if such Lender is legally entitled to do so) accurate and
complete copies of Internal Revenue Service Form W-9, or any subsequent
versions or successors to such form.


(f)           Treatment of Certain Refunds.  If the Administrative Agent, any Lender or
the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section with respect to the Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such



 50
 









Lender or the L/C Issuer, as the case may be,
and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon
the request of the Administrative Agent, suchLender or the L/C Issuer, agrees
to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority.  This
subsection shall not be construed to require the Administrative Agent, any
Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrower
or any other Person.


3.02         Illegality. 
If any Lender 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 Eurodollar Rate Loans, or
to determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist, which it shall do promptly.  Upon
receipt of such notice, the Borrower shall, within 30 days of receipt of a
reasonably detailed written invoice therefor from such Lender (with a copy to
the Administrative Agent), convert all Eurodollar Rate Loans of such Lender to
Base Rate Loans or prepay all Eurodollar Rate Loans, either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.


3.03         Inability to Determine Rates.  If the Required Lenders determine that for
any reason in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank Eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost
to such Lenders of funding such Loan (as determined by the Required Lenders for
borrowers generally), the Administrative Agent will promptly so notify the
Borrower and each Lender.  Thereafter,
the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall
be suspended until the Administrative Agent revokes such notice, which it shall
do promptly when such circumstances cease to exist or change.  Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar 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.



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3.04         Increased Costs; Reserves on Eurodollar Rate Loans.


(a)           Increased Costs Generally.  If any Change in Law shall


(i)            impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or the L/C Issuer;


(ii)           subject any Lender or the L/C Issuer
to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan
made by it, or change the basis of taxation of payments to such Lender or the
L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and the imposition of, or any change in the
rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or


(iii)          impose on any Lender or the L/C Issuer
or the London interbank market any other material condition, cost or expense
affecting this Agreement or Eurodollar Rate Loans made by such Lender or any
Letter of Credit or participation therein;


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Rate
Loan (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or the L/C Issuer of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or the L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon request of such
Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


(b)          Capital Requirements.  If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if
any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the L/C Issuer’s capital or on the
capital of such Lender’s or the L/C Issuer’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or
the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer
or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.



 52
 









(c)           Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall
be presumptively correct absent manifest error. 
The Borrower shall pay such Lender or the L/C Issuer, as the case may
be, the amount shown as due on any such certificate within 30 days after
receipt thereof.


(d)          Delay in Requests.  Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s
right to demand such compensation, provided that the Borrower shall not
be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than six months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the L/C
Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the six-month period referred to above shall be extended to include the period
of retroactive effect thereof).


(e)           Reserves on Eurodollar Rate Loans.  The Borrower shall pay to each Lender, 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
(currently known as “Eurocurrency liabilities”), additional interest on the
unpaid principal amount of each Eurodollar 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 presumptively correct absent
manifest error), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Borrower shall have received at
least 10 Business Days’ prior notice (with a copy to the Administrative Agent)
of such additional interest from such Lender. 
If a Lender fails to give notice 10 Business Days prior notice to the
relevant Interest Payment Date, such additional interest shall be due and
payable 10 Business Days from receipt of such notice.


3.05         Compensation for Losses.  Within 30 days of receipt of a reasonably
detailed written invoice therefor, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss (but not lost profits),
cost or expense actually incurred by it as a result of:


(a)           any continuation, conversion, payment
or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);


(b)          any failure by the Borrower, other
than pursuant to Section 3.03 (for a reason other than the failure
of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or


(c)           any assignment of a Eurodollar Rate
Loan on a day other than the last day of the Interest Period therefor as a
result of a request by the Borrower pursuant to Section 10.13;



 53
 









including any actual loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.


For purposes of calculating amounts payable by the
Borrower to the Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London
interbank Eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurodollar Rate Loan was in fact so funded.


3.06         Mitigation Obligations; Replacement of Lenders.


(a)           Designation of a Different Lending
Office.  If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.


(b)          Replacement of Lenders.  If (i) any Lender requests compensation under
Section 3.04, (ii) any Lender is unable to fund under Section 3.02
(if such illegality or condition is not generally applicable to the Lenders),
or (iii) if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
the Borrower may replace such Lender in accordance with Section 10.13.


3.07         Survival. 
All of the Borrower’s 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


4.01         Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
or waiver of the following conditions precedent:


(a)           The Administrative Agent’s receipt of
the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party on behalf of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Agents and the Arrangers:



 54
 









(i)            executed counterparts of this
Agreement and the Guaranty, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower;


(ii)           Notes executed by the Borrower in
favor of each Lender requesting Notes, evidencing the Committed Loans and the
Term A Loans, as applicable;


(iii)          a pledge agreement in form and
substance reasonably satisfactory to the Administrative Agent (the “Parent/Borrower
Pledge Agreement”), executed by the Parent and the Borrower granting to the
Administrative Agent, for the benefit of the Lenders, a first priority security
interest in all of the issued and outstanding Equity Interests of the Borrower
and in the other Collateral; and the Parent and the Borrower shall have delivered
to the Administrative Agent all certificates, if any, evidencing such Equity
Interests, all UCC-1s and all powers, duly endorsed in blank, with respect
thereto, to the extent applicable; and the Parent and the Borrower shall have
taken all such other actions as may be reasonably required by the
Administrative Agent to effect the grant and first priority perfection of the
Administrative Agent’s security interest in such Equity Interests;


(iv)          a pledge agreement in form and
substance reasonably satisfactory to the Administrative Agent (the “Subsidiary
Pledge Agreement”), executed by each Restricted Subsidiary of the Parent and
the Borrower necessary to pledge the Collateral not described in subsection
(iii) preceding, for the benefit of the Lenders, a first priority security
interest in all of the issued and outstanding Equity Interests of each
Restricted Subsidiary owned by such Person; each such Restricted Subsidiary
shall have delivered to the Administrative Agent all certificates, if any,
evidencing such Equity Interests, all UCC-1s and all powers, duly endorsed in
blank, with respect thereto; each such Restricted Subsidiary shall have taken
all actions as may be required by the Administrative Agent to effect the grant
and first priority perfection of the Administrative Agent’s security interest
in such Equity Interests;


(v)           such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing
the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party;


(vi)          such documents and certifications as
the Administrative Agent may reasonably require to evidence that each Loan
Party is duly organized or formed, and that each of the Borrower, the Parent
and each Guarantor is validly existing, in good standing and qualified to
engage in business in each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification,
except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect;



 55
 









(vii)         a favorable opinion of (A) Latham &
Watkins, LLP, counsel to the Loan Parties, addressed to the Administrative
Agent and each Lender, in form and substance reasonably satisfactory to the
Administrative Agent and (B) FCC counsel to the Loan Parties, in each case
dated the Closing Date, addressed to the Lenders and in form and substance
reasonably satisfactory to the Administrative Agent;


(viii)        a certificate of a Responsible Officer
of each Loan Party either (A) attaching copies of all material consents,
licenses and approvals required in connection with the execution, delivery and
performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required;


(ix)           a certificate of the Borrower
certifying (A) that the conditions specified in Sections 4.02(a) and (b)
have been satisfied, and (B) that there has been no event or circumstance
since the date of the Audited Financial Statements that has had or could be
reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect;


(x)            a duly completed Compliance
Certificate as of the last day of the fiscal quarter of the Borrower most
recently ended prior to the Closing Date;


(xi)           evidence that (A) all amounts
outstanding under the Existing Credit Agreement have been (or will be
concurrently herewith) repaid in full, (B) the Existing Credit Agreement
and the other loan documents (as defined in the Existing Credit Agreement)
shall have been (or are concurrently herewith) terminated, and (C) all
collateral securing the obligations under the Existing Credit Agreement shall
have been (or is concurrently herewith) released; and


(xii)          such other assurances, certificates,
documents, consents or opinions as the Administrative Agent, the L/C Issuer or
the Required Lenders reasonably may require.


(b)          Any fees required to be paid on or
before the Closing Date shall have been paid.


(c)           Unless waived by the Administrative
Agent, the Borrower shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, (provided that such invoice shall not thereafter preclude a final
settling of accounts between the Borrower and the Administrative Agent).


(d)          The Closing Date shall have occurred
on or before July 16, 2007.


(e)           There shall not have occurred a
material adverse change (i) in the business, assets, properties,
liabilities (actual or contingent), operations or financial condition of the
Parent, the Borrower and their Subsidiaries, taken as a whole, since
December 31, 2006 or (ii) in the facts and information regarding such
entities as represented by the Parent, the Borrower or any of their
Subsidiaries, or any representatives of any of them, to date.



 56
 









(f)           The absence of any action, suit,
investigation or proceeding pending or, to the actual knowledge of a member of
the executive management of the Parent, the Borrower or any of their Restricted
Subsidiaries, threatened, in any court or before any arbitrator or Governmental
Authority that could reasonably be expected to (i) have a material adverse
effect on the business, assets, properties, liabilities (actual and
contingent), operations or financial condition of the Parent, the Borrower and
their Subsidiaries, taken as a whole, (ii) materially and adversely affect
the ability of the Borrower or any Guarantor to perform its obligations under
any material provision of the Loan Documents or (iii) materially and
adversely affect the rights and remedies of the Agents or the Lenders under the
Loan Documents.


Without limiting the generality of the provisions of Section 9.04,
for purposes of determining compliance with the conditions specified in this 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.


4.02         Conditions to all Credit Extensions.  The obligation of each Lender to honor any
Request for Credit Extension (other than a Loan Notice requesting only a
conversion of Loans to the other Type, or a continuation of Eurodollar Rate
Loans) is subject to the satisfaction of each of the following conditions
precedent:


(a)           The representations and warranties of
the Borrower and each other Loan Party contained in Article V or
any other Loan Document, or which are contained in any document furnished at
any time under or in connection herewith or therewith, shall be true and
correct in all material respects on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01.


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


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


(d)          If the Indenture is then in effect and
the Total Outstandings are in excess of $650,000,000.00, such proposed Credit
Extension would be permitted under Section 4.05 of the Indenture.


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



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ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants to the
Administrative Agent and the Lenders that:


5.01         Existence, Qualification and Power; Compliance with
Laws.  Each Loan Party and
each Restricted Subsidiary thereof (a) is duly organized or formed,
validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals 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 is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license, and (d) is
in compliance with all Laws; except in each case referred to in clause (b)(i),
(c) or (d), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.


5.02         Authorization; No Contravention.  The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is party, have been
duly authorized by all necessary corporate or other organizational action, and
do not and will not (a) contravene the terms of any of such Person’s Organization
Documents; (b) conflict with or result in any breach or contravention of, or
the creation of any Lien under, or require any payment to be made under any
Material Contractual Obligation, Material Operating Agreement or Senior
Subordinated Notes Document, (c) conflict with or result in any breach or
contravention of, any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is
subject; or (d) except as would not have a Material Adverse Effect,
violate any Law.  On the Closing Date,
each Loan Party and each Subsidiary thereof is in compliance in all material
respects with all Material Contractual Obligations, Material Operating
Agreements and all Senior Subordinated Notes Documents.


5.03         Governmental Authorization; Other Consents.  Subject to Section 10.16, no
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, the FCC or any other Governmental Authority or any other Person
is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, including, in connection with the granting of Liens in the
Equity Interests of the Borrower and the Subsidiaries, except the routine
filing of this Agreement with the FCC and the SEC.


5.04         Binding Effect.  This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. 
This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, except to the extent that the enforceability hereof and thereof
may be limited by bankruptcy, insolvency or like laws affecting creditors
rights generally and by the application of general equitable principles
(whether such enforcement is sought by proceedings in equity or law).



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5.05         Financial Statements; No Material Adverse Effect.


(a)           The Audited Financial Statements (i)
were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present in all material respects the financial condition of the Parent,
the Borrower and their Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Parent, the Borrower and their Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness to the extent required by GAAP to be shown therein.


(b)          The unaudited consolidated balance
sheet of the Borrower and its Subsidiaries dated March 31, 2007, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for the fiscal quarter ended on that date (i) were prepared
in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present
the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to condensed footnotes, the use
of GAAP for interim financial statements and to normal year-end audit
adjustments.  Schedule 5.05
sets forth all material indebtedness and other liabilities, direct or
contingent, of the Parent, the Borrower and their consolidated Subsidiaries as
of the date of such financial statements, including liabilities for taxes,
material commitments and Indebtedness, in each case only to the extent each
such indebtedness or each such liability exceeds $20,000,000.


(c)           Since the date of the Audited
Financial Statements, there has been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.


5.06         Litigation. 
Except for regulatory issues affecting the industry as a whole, there is
no action, suit, complaint, proceeding, inquiry or investigation at law or in
equity, or by or before any court or governmental instrumentality or agency,
nor any order (including, any order to show cause or order of forfeiture),
decree or judgment in effect, pending or, to the best of the Parent’s and the
Borrower’s knowledge, threatened against or affecting any Loan Party, any
Station or any of the properties or rights relating to any Station which could
reasonably be expected to have a Material Adverse Effect.  Except for regulatory issues affecting the
industry as a whole and except for repeat filers that are nuisance filers and
their affiliates, agents and representatives, no Person has filed or, to the
best of the Borrower’s knowledge, threatened to file, any competing
application, petition to deny, petition for reconsideration or other opposition
against any application, including any renewal application, filed or to be
filed by any Loan Party, that could in any such case reasonably be expected to
have a Material Adverse Effect.


5.07         No Default. 
No Default has occurred and is continuing or would result from the
execution and/or delivery of any of the Loan Documents.


5.08         Ownership of Property; Liens.  Each of the Parent, the Borrower and each
Restricted Subsidiary has good title in fee simple to, or valid leasehold
interests in, all real



 59
 









property
necessary or used in the ordinary conduct of its business, except for such
defects in title as could not reasonably be expected to have a Material Adverse
Effect.  The property of the Parent, the
Borrower and their Restricted Subsidiaries is subject to no Liens, except Liens
permitted by Section 7.01.


5.09         Environmental Compliance.  The Parent, the Borrower and their
Subsidiaries have obtained all material permits, licenses and other
authorizations which are required under applicable Environmental Laws and are
in compliance with such Environmental Laws, except for such failures to obtain
and such non compliance as could not, individually or in the aggregate,
reasonably be expected to nave a Material Adverse Effect.


5.10         Insurance. 
The properties of the Parent, the Borrower and their Restricted
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts (after giving effect
to any self-insurance), with such deductibles and covering such risks as comply
with Section 6.07.


5.11         Taxes. 
The Parent, the Borrower and their Restricted Subsidiaries have filed
all Federal income tax and all other material federal and state tax returns and
reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges shown thereon
to be owing by them, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided if and to the extent required in accordance with GAAP.  On the Closing Date, there is no proposed tax
assessment against the Parent, the Borrower or any Restricted Subsidiary that
would, if made, have a Material Adverse Effect. 
On the Closing Date, no Loan Party is party to any tax sharing
agreement.


5.12         ERISA Compliance.


(a)           Except as could not reasonably be
expected to have a Material Adverse Effect, each Plan is in compliance with the
applicable provisions of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter
from the IRS or an application for such a letter is currently being processed
by the IRS with respect thereto and, to the best knowledge of the Parent and
the Borrower, nothing has occurred which would prevent, or cause the loss of,
such qualification.  The Parent, the
Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412
of the Code has been made with respect to any Plan.


(b)          There are no pending or, to the best
knowledge of the Parent and the Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan
that could be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.


(c)           Except as could not reasonably be
expected to have a Material Adverse Effect, (i) No ERISA Event has
occurred within the past six years or is reasonably expected to occur;



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(ii) no Pension Plan has any Unfunded
Pension Liability; (iii) neither the Parent, the Borrower nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (iv) neither the Parent, the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.


5.13         Subsidiaries; Equity Interests.  As of the Closing Date, the Parent and the
Borrower have no Subsidiaries other than those specifically disclosed in
Part (a) of Schedule 5.13, and all of the outstanding Equity
Interests in the Restricted Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by a Loan Party in the amounts specified
on Part (a) of Schedule 5.13 free and clear of all Liens, except
Liens securing the Obligations.  As of
the Closing Date, the Borrower has no equity Investments in any other
corporation or entity other than those specifically disclosed in Part (b)
of Schedule 5.13.  As of the
Closing Date, all of the outstanding Equity Interests in the Borrower have been
validly issued, and are fully paid and nonassessable and are owned by the Loan
Parties reflected on such Schedule in the amounts specified on Part (c) of
Schedule 5.13 free and clear of all Liens, except Liens securing
the Obligations.


5.14         Margin Regulations; Investment Company Act.


(a)           The Borrower is not engaged and will
not 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.  Following the
application of the proceeds of each Borrowing or drawing under each Letter of
Credit, not more than 25% of the value of the assets (either of the Borrower
only or of the Parent, the Borrower and their Subsidiaries on a consolidated
basis) will be margin stock.


(b)          None of the Parent, the Borrower, any
Person Controlling the Parent, the Borrower, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act of 1940.


5.15         Disclosure. 
The Borrower has disclosed to the Administrative Agent all agreements,
instruments and corporate or other contractual restrictions to which it, the
Parent or any of their Subsidiaries is subject, in each case that would
reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate
or other written information furnished by any Loan Party to the Administrative
Agent or any Lender in connection with the syndication of this transaction,
negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case, 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 the statements therein, in
the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time in light of the circumstances when made.



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5.16         Compliance with Laws.  Each of the Parent, the Borrower and each
Subsidiary is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 
Each of the Parent, the Borrower and each Subsidiary is in compliance
with the rules and regulations of the FCC relating to the operation of
television and radio stations, except to the extent that any failure to file or
failure to comply could not reasonably be expected to have a Material Adverse
Effect.


5.17         License Subsidiaries.  Except (i) for Licenses for the States of
Pennsylvania, Louisiana and such other States as agreed to in writing by the
Administrative Agent from time to time, (ii) as consented to by the Agents in
connection with a Permitted Acquisition (for a period of not longer than 45
days or such longer time agreed to by the Administrative Agent), (iii) as
held by an Unrestricted Subsidiary in accordance with the terms hereof, no Loan
Party (other than a License Subsidiary) holds any License issued by the
FCC.  No License Subsidiary (a) has
any Indebtedness (other than the Obligations and Indebtedness owing by a
License Subsidiary to another Loan Party), (b) has any assets other than
FCC Licenses, (c) is a party to or bound by any contract or agreement
other than agreements pursuant to which Loan Parties that are not License
Subsidiaries manage and operate the Stations, (d) conducts any business or
(e) has any employees, and there are no Liens of any nature whatsoever on
any of the property or assets of any License Subsidiary except in favor of the
Administrative Agent, for the benefit of the Lenders.  Each License Subsidiary is a Restricted
Subsidiary, unless designated an Unrestricted Subsidiary in accordance with the
terms of this Agreement and in accordance with the provisions of Section
7.17.


5.18         The Parent.


(a)           Except as otherwise set forth in this
Section 5.18, the Parent has no Indebtedness (other than (i)
pursuant hereto, (ii) certain trade payables reasonably incurred in the
ordinary course of the operation of the Stations and of the Parent’s corporate
headquarters, (iii) pursuant to the Indentures and (iv) pursuant to Section 7.03);


(b)          The Parent has no assets other than
furniture, fixtures, intellectual property and equipment located in its
corporate office and certain other non-material assets not used in the
operation of any Station and the Equity Interests in its Subsidiaries and
contractual rights under contracts described in subsection (c) below;


(c)           Except as otherwise set forth in this
Section 5.18, the Parent is not a party to or bound by any contract
or agreement other than the Station Contracts and other contractual
arrangements entered into in the ordinary course of business consistent with
the restrictions set forth in subsection (d)(iii) below; and


(d)          Except as otherwise set forth in this Section 5.18,
the Parent does not conduct any business other than



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(i)            holding the Equity Interests in the
Borrower,


(ii)           entering into and performing
contracts on behalf of the Borrower and the Subsidiaries in connection with the
ordinary course of operation of the Stations and the Business (the “Station
Contracts”), and


(iii)          entering into and performing contracts
in connection with the corporate office and other corporate overhead items
consistent with past practices.


There are no Liens of any
nature whatsoever on any of the property or assets of the Parent except Liens
permitted by Section 7.01.


5.19         Solvent. 
The Borrower is, and the Parent, the Borrower and their Subsidiaries are
on a GAAP consolidated basis, Solvent.


ARTICLE
VI.

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower and
the Parent shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02 and 6.03) cause each Restricted Subsidiary to:


6.01         Financial Statements.  Deliver to the Administrative Agent, in form
and detail satisfactory to the Administrative Agent:


(a)           as soon as available, but in any
event within 90 days after the end of each fiscal year of the Borrower, a consolidated
balance sheet of the Parent (including the accounts of the Borrower and their
Subsidiaries) as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ 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, such consolidated statements to be audited and
accompanied by a report and opinion of one of the “Big Four” certified
accounting firms or another independent certified public accountant of
nationally recognized standing or otherwise reasonably acceptable to the
Agents, which report and opinion (as to the financial statements) shall be
prepared in accordance with generally accepted auditing standards and shall not
be subject to any qualification or exception not reasonably acceptable to the
Administrative Agent; and


(b)          as soon as available, but in any event
within 45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Parent, the following financial statements as of the end of
such fiscal quarter: (i) condensed consolidated balance sheet as of the
fiscal quarter then ended with a comparison to the balance sheet as of the most
recently ended fiscal year; (ii) condensed consolidated statements of
income or operations for the most recently ended quarterly period for such
fiscal year and for the portion of the fiscal year then ended, in comparative
form; and (iii) condensed consolidated statements of cash flows for the
portion of the fiscal year then ended, in comparative form.  The condensed consolidated interim unaudited
financial statements shall be prepared in accordance with GAAP for interim
financial



 63















information and shall be accompanied by the
certifications required by the rules and regulations of the SEC.


Notwithstanding the foregoing, (i) in the event that
the Parent timely files an Annual Report on Form 10-K for such fiscal year with
the SEC that is made publicly available through EDGAR that meets all the
requirements set forth in Section 6.01(a) preceding other than the
delivery requirement to the Administrative Agent, such filing shall be deemed
to have satisfied such delivery requirement of Section 6.01(a);
(ii) in the event that the Parent timely files a Quarterly Report on Form
10-Q for such fiscal quarter with the SEC that is made publicly available
through EDGAR that meets all the requirements set forth in Section 6.01(b)
preceding other than the delivery requirement to the Administrative Agent, such
filing shall be deemed to have satisfied such delivery requirement of Section
6.01(b); and (iii) so long as the Parent has made filings that satisfy
subsections (i) and (ii) preceding, the Parent and the Borrower shall not have
to satisfy the requirement that such information be in form and detail
satisfactory to the Administrative Agent and the Required Lenders.


6.02         Certificates; Other Information.  Deliver to the Administrative Agent:


(a)           concurrently with 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
Borrower, certifying among other things, as to the Net Investments in each
Unrestricted Subsidiary and the compliance by the Borrower with the financial
covenants described in Section 7.13;


(b)          promptly after any request by either
Agent, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Parent and the Borrower by independent
accountants in connection with the accounts or books of the Parent, the
Borrower or any Restricted Subsidiary, or any audit of any of them;


(c)           promptly after the same are
available, notice of copies of each annual report, proxy or financial statement
or other report or communication sent to the stockholders of the Parent, and
copies of all annual, regular, periodic and special reports and registration
statements which the Parent or the Borrower may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
and not otherwise required to be delivered to the Administrative Agent pursuant
hereto.  Notwithstanding the foregoing,
in the event that the Parent or the Borrower timely files such filings in
accordance with the requirements of the SEC and such filings are made publicly
available through EDGAR, the Parent and the Borrower shall have no delivery
requirement under this Section 6.02(c);


(d)          promptly after the furnishing thereof,
copies of any notice of default or breach under any of the Senior Subordinated
Notes, other Senior Subordinated Notes Documents or other material debt
securities of any Loan Party or any Subsidiary thereof pursuant to the terms of
any indenture, loan or credit or similar agreement;


(e)           promptly, and in any event within
five Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received



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from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof.  Notwithstanding the foregoing, in the event
that such notice or other correspondence is made publicly available through
EDGAR, the Parent and the Borrower shall have no  delivery requirement under this Section 6.02(e);


(f)           promptly upon their becoming
available, the Borrower shall furnish (i) copies of any periodic or
special reports filed by any Loan Party with the FCC or any other federal,
state or local Governmental Authority if such reports indicate any material
change in the ownership of such Loan Party, or any materially adverse change in
the business, operations, affairs or condition of any Loan Party, and
(ii) copies of any material notices and other material communications from
the FCC or any other federal, state or local Governmental Authority which
specifically relate to any Loan Party, any Station or any material License, and
the substance of which relates to a matter that could reasonably be expected to
have a Material Adverse Effect; and


(g)          promptly, such additional information
regarding the business, financial or corporate affairs of the Parent, the
Borrower or any Restricted Subsidiary, or compliance with the terms of the Loan
Documents, as the Administrative Agent or any Lender through the Administrative
Agent may from time to time reasonably request.


Unless made publicly
available as set forth in Section 6.01, documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02
(to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the
Internet; or (ii) on which such documents are posted on the Borrower’s behalf
on an Internet or intranet 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:  the Borrower shall notify the Administrative
Agent and each Lender (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. 
Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(a) to the Administrative
Agent.  Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower, and
each Lender shall be solely responsible for maintaining its copies of such
documents.


The Borrower and the Parent hereby acknowledge that
(a) the Agents and/or the Arrangers will make available to the Lenders and the
L/C Issuer materials and/or information provided by or at the direction of the
Borrower or the Parent hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information
with respect to the Parent, the Borrower or their Affiliates, or the respective
securities of any of the foregoing, and who may be



 65
 









engaged in investment and
other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that so long as
the Borrower or the Parent is the issuer of any outstanding debt or equity
securities that are registered or issued pursuant to a private offering or is
actively contemplating issuing any such securities it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may
be distributed to the Public Lenders and that (w) all such Borrower Materials
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 Borrower Materials “PUBLIC,” the Borrower shall be deemed to
have authorized the Agents, the Arrangers, the L/C Issuer and the Lenders to
treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Borrower, the Parent or any of their securities for purposes of United States
Federal and state securities laws (provided, however, that to the extent such
Borrower Materials constitute Information, they shall be treated as set forth
in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public
Investor;” and (z) the Agents and the Arrangers shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”  Notwithstanding anything in this paragraph,
the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.


6.03         Notices. 
Promptly notify the Administrative Agent:


(a)           of the occurrence of any Default;


(b)          of any matter that has resulted or is
reasonably expected to result in a Material Adverse Effect,


(c)           of (i) any dispute, litigation,
investigation, proceeding or suspension between the Parent, the Borrower or any
Subsidiary and any Governmental Authority that could reasonably be expected to
result in a Material Adverse Effect; (ii) the commencement of, or any
material development in, any litigation or proceeding affecting the Parent, the
Borrower or any Subsidiary, including pursuant to any applicable Environmental
Laws, that could reasonably be expected to result in a Material Adverse Effect;
(iii) any material admonition, censure or adverse citation or order by the
FCC or any other Governmental Authority or regulatory agency that could
reasonably be expected to result in a Material Adverse Effect; or (iv) any
competing application, petition to deny or other opposition to any license
renewal application filed by the Borrower or any of its Subsidiaries with the
FCC that would reasonably be expected to result in a Material Adverse Effect,
it being understood that, no notice will be required in connection with any
litigation, proceeding or filing instituted, requested or made by a repeat
nuisance filer and their affiliates, agents and representatives; and


(d)          of the occurrence of any ERISA Event
that could reasonably be expected to result in a Material Adverse Effect.


Each notice pursuant to this Section shall be
accompanied by a statement of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. 
Each notice pursuant to Section 6.03(a) shall



 66
 









describe each material
provision of this Agreement and the Loan Documents that may be materially
implicated by the occurrence referred to therein (if any) to the knowledge of
the Responsible Officers of the Borrower.


6.04         Payment of Certain Obligations.  Pay and discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all
material tax liabilities, assessments and governmental charges (other than
Indebtedness) or levies upon it or its properties or assets, unless the same
are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves if and to the extent required in accordance
with GAAP are being maintained by the Parent, the Borrower or such Subsidiary.


6.05         Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full
force and effect the Borrower’s, the Parent’s and each Restricted Subsidiary’s
legal existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05;
and (b) preserve or renew all of its registered patents, trademarks, trade
names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.


6.06         Maintenance of Properties.  (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; and (b) make
all necessary repairs thereto and renewals and replacements thereof, except in
each case of (a) and (b) preceding where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


6.07         Maintenance of Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of the Parent or the Borrower, insurance
with respect to their properties against loss or damage of the kinds and in the
amounts consistent with prudent business practice, and carry such other
insurance as is consistent with prudent business practice (it being understood
that self-insurance shall be permitted to the extent consistent with prudent
business practice).


6.08         Compliance with Laws.  Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.


6.09         Books and Records.  (a) 
Maintain proper books of record and account, in which entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Parent
(including the accounts of the Borrower or such Subsidiary, as the case may
be); and (b) maintain such books of record and account in conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Parent (including the accounts of the Borrower or such
Subsidiary, as the case may be), in each case of (a) and (b) preceding, except
to the extent that noncompliance therewith could reasonably be expected to have
Material Adverse Effect.



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6.10         Inspection Rights.  Permit representatives and independent
contractors of the Administrative Agent and each Lender at such parties’ own
expense (coordinated through the Administrative Agent) to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at reasonable times during normal business hours, upon
reasonable advance notice to the Borrower; provided, however,
notwithstanding the foregoing, 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
Borrower at any time during normal business hours and without advance notice.


6.11         Use of Proceeds.  Use the proceeds of the Credit Extensions
(i) to refinance existing indebtedness under the Existing Credit Agreement
and under the Senior Subordinated Notes, (ii) for capital expenditures, (iii) for
working capital; (iv) for repurchases of Equity Interests and to make
dividends as permitted by the terms of this Agreement, (v) to finance
Permitted Acquisitions and Investments, (vi) to pay fees and expenses
related to the transactions contemplated hereby, and (vii) for other
general corporate purposes not in contravention of any Law or of any Loan
Document.


6.12         Additional Guarantors.  Notify the Administrative Agent at the time
that any Person becomes a Domestic Subsidiary and whether such Subsidiary is an
Unrestricted Subsidiary, and promptly thereafter (and in any event within 30
days or such longer period as the Administrative Agent may agree), cause such
Person that is not designated an Unrestricted Subsidiary to (a) become a
Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Guaranty or such other document as the Administrative Agent shall deem
appropriate for such purpose, and (b) deliver to the Administrative Agent
documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a)
and, if requested by the Administrative Agent (provided that no such request
shall be made with respect to any additional Guarantor (and its related License
Subsidiary, if any) if such additional Guarantor (together with its related
License Subsidiary) would not have been a Material Subsidiary if it had been
owned by the Borrower for the most recently completed 12 month period preceding
the date it became a Subsidiary of the Borrower) favorable opinions of counsel
to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause
(a)), all in form, content and scope substantially similar to the corporate and
FCC opinions (if appropriate) delivered on the Closing Date or otherwise
reasonably satisfactory to the Administrative Agent, provided  that,
in each case, to the extent such new Subsidiary is created solely for the
purpose of consummating a merger transaction pursuant to an Acquisition
permitted by this Agreement, and such new Subsidiary at no time holds any
material assets or liabilities (other than liabilities under the merger
agreement, and other than any merger consideration contributed to it
contemporaneously with the closing of such merger transaction), such new
Subsidiary shall not be required to take the actions set forth above until the
respective Acquisition is consummated (at which time the surviving entity of
the respective merger transaction shall be required to so comply within seven
Business Days) and, a new Domestic Subsidiary shall not be subject to the
provisions of this Section 6.12 if substantially all of the assets of such
new Subsidiary consist of stock of one or more Subsidiaries that are not
Domestic Subsidiaries.



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6.13         FCC Consents.  The Parent and the Borrower acknowledge that
certain transactions contemplated by this Agreement or the Loan Documents, and
certain actions which may be taken by the Administrative Agent or the Lenders
in the exercise of their rights under this Agreement or the Loan Documents, may
require the consent of the FCC.  If
counsel to the Administrative Agent reasonably determines that the consent of
the FCC is required in connection with the execution, delivery and performance
of any of the aforesaid documents or any documents delivered to the
Administrative Agent or the Lenders in connection therewith or as a result of
any action which may be taken pursuant thereto, then during the continuance of
an Event of Default the Parent and the Borrower, at their sole cost and
expense, shall use their commercially reasonable efforts, and shall cause the
Restricted Subsidiaries to use their commercially reasonable efforts, to secure
such consent and to cooperate with the Administrative Agent and the Lenders in
any action commenced by the Administrative Agent or the Lenders to secure such
consent.  Neither the Parent nor the
Borrower shall take any action, and they shall not permit any of the
Subsidiaries to take any action, that interferes with the exercise or
completion of the efforts to obtain the consent of the FCC as set forth above, provided
that, notwithstanding the foregoing, the Borrower, the Parent and each
of their Subsidiaries shall at all times comply with the Communications Act and
all FCC Regulations.


6.14         Collateral. 
The Parent and the Borrower shall, and shall cause each Restricted
Subsidiary to, do all things necessary or reasonably requested by the
Administrative Agent to preserve and perfect the Liens of the Administrative Agent,
for the benefit of the Lenders, arising pursuant hereto and pursuant to the
Pledge Agreements as first Liens, and to insure that the Administrative Agent,
for the benefit of the Lenders, has a perfected prior and first Lien on all of
the Equity Interests of the Borrower and each of its direct and indirect
Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the
Borrower and the Parent; provided however that only 65% of the Equity Interests
of any Domestic Subsidiary substantially all of the assets of which consist of
stock of one or more Subsidiaries that are not Domestic Subsidiaries shall be
required to be pledged as collateral under this Section 6.14.


6.15         Further Assurances.  Promptly upon request by the Administrative
Agent, (a) correct any material defect or error that may be discovered in
any Loan Document or in the execution, acknowledgment, filing or recordation
thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, (ii) to the fullest extent permitted by
applicable law, subject any Loan Party’s properties, assets, rights or
interests to the Liens now or hereafter intended to be Collateral, (iii)
perfect and maintain the validity, effectiveness and priority of any of the
security interests, Loan Documents and any of the Liens intended to be created
thereunder and (iv) assure, convey, grant, assign, transfer, preserve,
protect and confirm more effectively unto the Administrative Agent on behalf of
the Lenders the rights granted or now or hereafter intended to be granted to
the Administrative Agent on behalf of the Lenders under any Loan Document or
under any other instrument executed in connection with any Loan Document to
which any Loan Party or any of its Restricted Subsidiaries is or is to be a party,
and cause each of its Subsidiaries to do so.



 69
 









ARTICLE
VII.

NEGATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower and
the Parent shall not, nor shall they permit any Restricted Subsidiary to,
directly or indirectly:


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:


(a)           Liens
pursuant to any Loan Document;


(b)           Liens
existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b),  or Liens
to which the Required Lenders have consented in writing;


(c)           Liens
for taxes or assessments and similar charges, which are either not delinquent
or being contested diligently and in good faith by appropriate proceedings, and
as to which the applicable Loan Party has set aside any reserves required in
accordance with GAAP on its books;


(d)           statutory
Liens, such as mechanic’s, materialmen’s, warehouseman’s, landlord’s,
artisan’s, worker’s, contractor’s, carrier’s or other like Liens,
(i) incurred in good faith in the ordinary course of business,
(ii) which are either not delinquent or are being contested diligently and
in good faith by appropriate proceedings and (iii) as to which the
applicable Loan Party has set aside any reserves on its books required in
accordance with GAAP or bonded satisfactorily to the Administrative Agent;


(e)           encumbrances
consisting of zoning restrictions, easements, licenses, reservations,
provisions, covenants, conditions, waivers, restrictions on the use of real
property or minor irregularities of title, provided that none of such
encumbrances materially impairs the operation of the applicable Loan Party’s
business;


(f)            Liens
in respect of judgments or awards with respect to which any Loan Party is, in
good faith, prosecuting an appeal or proceeding for review and with respect to
which a stay of execution upon such appeal or proceeding for review has been
secured, and as to which judgments or awards such Loan Party has established
any reserves on its books required in accordance with GAAP or has bonded in a
manner satisfactory to the Administrative Agent;


(g)           pledges
or deposits made in the ordinary course of business to secure payment of
worker’s compensation, or to participate in any fund in connection with
worker’s compensation, unemployment insurance, old-age pensions or other social
security programs;


(h)           Liens
granted to secure the performance of bids, tenders, contracts, leases, public
or statutory obligations, surety, customs, appeal and performance bonds and
other similar obligations and not incurred in connection with the borrowing of
money, the obtaining of advances or the payment of the deferred purchase price
of any property; and



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(i)            so
long as there exists no Default both before and after giving effect to each such
incurrence, Liens in the aggregate securing up to an aggregate outstanding
amount of $50,000,000 of Indebtedness of the Borrower, the Parent and the
Restricted Subsidiaries (except License Subsidiaries); provided that
(i) such Liens may only secure Indebtedness of the Parent, the Borrower
and the Restricted Subsidiaries in respect of capital leases and similar
obligations, and purchase money obligations for fixed or capital assets, and
(ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness.


7.02         Investments.  Make any Investments, except:


(a)           Investments held by the Parent, the
Borrower or such Subsidiary in the form of cash or cash equivalents;


(b)          advances to officers, directors and
employees of the Parent, the Borrower and their Subsidiaries in an aggregate
amount not to exceed $5,000,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes in
accordance with past practices and as permitted by applicable Law;


(c)           Investments of the Parent and the
Borrower in any Guarantors and Investments of any Subsidiary in the Borrower or
in another Restricted Subsidiary;


(d)          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 to the extent reasonably necessary in order to prevent
or limit loss;


(e)           Guarantees permitted by Section
7.03;


(f)           so long as there exists no Default
both before and after giving effect to each such Investment as demonstrated in
the most recently completed compliance certificate previously delivered, the
Borrower may make Investments, including Investments in Unrestricted
Subsidiaries, provided  that Investments in Unrestricted
Subsidiaries must only be made in accordance with the provisions of Section
7.17; and


(g)          Investments permitted by Section
7.17.


7.03         Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


(a)           Indebtedness under the Loan
Documents;


(b)          Indebtedness outstanding on the date
hereof and listed on Schedule 7.03 and any refinancings,
refundings, renewals or extensions thereof; provided that the amount of
such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder;



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(c)           Guarantees of (i) the Guarantors in
respect of Indebtedness otherwise permitted hereunder subordinated to the
Obligations on terms substantially similar to the subordination terms of the
guarantees in the Indenture and the Senior Subordinated Notes Documents, and
(ii) the Borrower in respect of Indebtedness otherwise permitted hereunder
of the Borrower or any other Guarantor;


(d)          obligations (contingent or otherwise)
of the Parent, the Borrower or any Subsidiary (other than License Subsidiaries)
existing or arising under any Swap Contract, provided that such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by
such Person, and not for purposes of speculation or taking a “market view;”


(e)           so long as there exists no Event of
Default or payment Default under Section 8.01(a) both before and
after giving effect to each such incurrence the Borrower, the Parent and the
Restricted Subsidiaries (except License Subsidiaries) may incur Indebtedness in
respect of capital leases and similar obligations, and purchase money
obligations for fixed or capital assets in an aggregate amount not to exceed
$50,000,000 at any one time outstanding (so long as such Indebtedness is only
secured to the extent provided in Section 7.01(i));


(f)           so long as there exists no Event of
Default or payment Default under Section 8.01(a) both before and
after giving effect to each such incurrence, the Borrower and the Parent may
incur additional unsecured Indebtedness from time to time provided that,
(A) no such additional Indebtedness has a maturity earlier than six months
after the later of the Maturity Date or any maturity of any Incremental
Facility, (B) no such additional Indebtedness has any scheduled principal
payments, prepayments, redemptions, retirements, acquisition of principal,
cancellations, repurchases, sinking funds or other principal payments prior to
the later of the Maturity Date or any maturity of any Incremental Facility and
(C) if the principal amount of such Indebtedness is in excess of
$20,000,000, the Borrower shall have delivered to the Administrative Agent
evidence in form reasonably satisfactory to the Administrative Agent of pro
forma compliance both before and after giving effect to the incurrence of such
additional Indebtedness;


(g)          so long as there exists no Event of
Default or payment Default under Section 8.01(a) both before and
after giving effect to each such incurrence, the Restricted Subsidiaries may
incur additional unsecured Indebtedness up to an aggregate amount at any one
time outstanding of $50,000,000 for all Restricted Subsidiaries minus the
aggregate amount of secured debt incurred by any of the Restricted Subsidiaries
permitted by subsection (e) preceding; provided that, (A) no
such additional Indebtedness has a maturity earlier than six months after the
later of the Maturity Date or any maturity of any Incremental Facility,
(B) no such additional Indebtedness has any scheduled principal payments,
prepayments, redemptions, retirements, acquisition of principal, cancellations,
repurchases, sinking funds or other principal payments prior to the later of
the Maturity Date or any maturity of any Incremental Facility and (C) if
the principal amount of such Indebtedness is in excess of $20,000,000, the
Borrower shall have delivered to the Administrative Agent evidence in form
reasonably satisfactory to the



 72
 









Administrative Agent of pro forma compliance
both before and after giving effect to the incurrence of such additional
Indebtedness; and


(h)          Indebtedness incurred by the Borrower
in the ordinary course of business in an amount not to exceed $25,000,000
outstanding at any one time.


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, so long
as no Default exists or would result therefrom:


(a)           any Subsidiary may merge with (i) the
Borrower, provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided
that when any Guarantor is merging with another Subsidiary, the Guarantor shall
be the continuing or surviving Person;


(b)          any Restricted Subsidiary may Dispose
of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or to another Restricted Subsidiary; provided
that if the transferor in such a transaction is a Guarantor, then the
transferee must either be the Borrower or a Guarantor;


(c)           Dispositions under Section 7.05
may be consummated; and


(d)          any Acquisition permitted by Section
7.07 may be structured as a merger, consolidated or amalgamation.


7.05         Dispositions.  Make any Disposition of any material portion
of the assets of the Parent, the Borrower or any of their Restricted
Subsidiaries, except:


(a)           Dispositions of obsolete or worn out
property, whether now owned or hereafter acquired, in the ordinary course of
business;


(b)          Dispositions of inventory in the
ordinary course of business;


(c)           Dispositions of equipment or real
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 reasonably promptly applied to the purchase price of such
replacement property;


(d)          Dispositions of property by any
Restricted Subsidiary to the Borrower or to a Restricted Subsidiary; provided
that if the transferor of such property is a Guarantor, the transferee thereof
must either be the Borrower or a Guarantor;


(e)           Dispositions permitted by Section 7.04;


(f)           in addition to subsection (g)
following, so long as no Default shall exist or would result from each such
Disposition, (i) Dispositions of property in connection with Like Kind
Exchanges for a Station acquired in connection with a Permitted Acquisition in
accordance with



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the terms of Section 7.07 and
(ii) Dispositions of property in connection with Station swaps or exchanges, in
each case of Stations acquired in connection with a Permitted Acquisition in
accordance with the terms of Section 7.07, provided that,
notwithstanding the foregoing, if at any time in connection with a (A) Like
Kind Exchange after a property has been Acquired or Disposed of by the Borrower
or any of its Subsidiaries in connection with such Like Kind Exchange there
shall exist a Default, such Loan Party shall be permitted to consummate the
Like Kind Exchange despite the existence of such Default, and (B) swap or
exchange described in subsection (ii) preceding, after a property has been
Acquired or Disposed of by the Borrower or any of its Subsidiaries in
connection with such swap or exchange there shall exist a Default, and such
Loan Party has entered into a contractual arrangement binding such Loan Party
to consummate such swap or exchange with an unaffiliated third party prior to
the existence of such Default, such Loan Party shall be permitted to consummate
such swap or exchange despite the existence of such Default; and


(g)          in addition to subsection (f)
preceding, so long as (i) no Default shall exist or would result from each such
Disposition, (ii) the Borrower has complied with the provisions of Section 2.04(b)(ii)
with respect to each such Disposition and (iii) after giving effect to
each such Disposition, at least 80% of Consolidated Operating Cash Flow, on a
pro forma basis, will be derived from the Business, the Borrower may make
Dispositions of assets representing not more than 25% of Consolidated Operating
Cash Flow (measured for the most recently completed four fiscal quarters) in
the aggregate for all such asset Dispositions over the term of this Agreement.  For the avoidance of doubt, operating cash
flow from assets sold shall be calculated based on the operating cash flow for
the four fiscal quarters preceding the date of sale of the assets sold for all
assets sold cumulatively from the Closing Date through the date of
determination, measured against Consolidated Operating Cash Flow for the most
recently completed four fiscal quarters of the Parent.


7.06         Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, provided  that,


(a)           each Subsidiary may make Restricted
Payments to the Borrower, the Guarantors and any other Person that owns an
Equity Interest in such Subsidiary, ratably according to their respective
holdings of the type of Equity Interest in respect of which such Restricted
Payment is being made;


(b)          the Borrower and each Restricted
Subsidiary may declare and make dividend payments or other distributions
payable to the Parent, the Borrower or another Restricted Subsidiary that is a
Guarantor solely in the common stock or other common Equity Interests of such
Person;


(c)           so long as there exists no Default
both before and after giving effect to each such payment as demonstrated in the
most recently completed Compliance Certificate previously delivered in
accordance with the terms of Section 6.02(a), the Borrower and the
Parent may declare and pay cash dividends and make stock redemptions,
repurchases and capital distributions to Parent, or Parent’s stockholders;


(d)



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(i)            Borrower may declare and pay
dividends up to the Parent in an aggregate amount over the term of this
Agreement not to exceed $10,000,000, provided that, such dividends may only be
declared and paid so that such funds can be used to make payments relating to
the settlement of and expenses relating to, legal or administrative proceedings
of the Parent, the Borrower or the Restricted Subsidiaries that are uninsured,
and


(ii)           in addition to the amount permitted
by subsection (i) preceding, so long as there exists no Default both before and
after giving effect to each such payment as demonstrated in the most recently
completed Compliance Certificate previously delivered in accordance with the
terms of Section 6.02(a), the Borrower may declare and pay dividends up
to the Parent; provided that, such dividends may only be declared and paid
(A) so that such funds can be used to make payments relating to the
settlement of and expenses relating to, legal or administrative proceedings of
the Parent, the Borrower or the Restricted Subsidiaries that are uninsured and
(B) with five Business Days prior written notice to the Administrative
Agent (or such lesser notice as may be agreed to among the Borrower and the
Administrative Agent); and


(e)           the Borrower may declare and pay
dividends to Parent to permit Parent to (i) pay actual cash taxes payable by
the Parent, (ii) purchase Parent’s common stock or common stock options
from present or former officers or employees of Parent, the Borrower or any
Subsidiary upon the death, disability or termination of employment of such
officer or employee, (iii) pay other corporate overhead expenses in an
amount not to exceed $50,000,000 per fiscal year of the Parent, and (iv) pay
amounts owed under Station Contracts.


7.07         Acquisitions.  Make any Acquisitions, except so long as
there exists no Default both before and after giving effect to each such
Acquisition, make Permitted Acquisitions, so long as


(a)           the Borrower shall be in pro forma
compliance with the financial covenants set forth in Section 7.13
both before and after giving effect to each such Permitted Acquisition, and
each consummation of a Permitted Acquisition by the Borrower shall constitute a
representation by the Borrower that it is in such pro forma compliance with the
financial covenants set forth in Section 7.13;


(b)          except with respect to Acquisitions of
an Unrestricted Subsidiary, the Borrower shall have given the Administrative
Agent prior written notice regarding each Permitted Acquisition with a cash
consideration of $50,000,000 or more;


(c)           except with respect to Acquisitions
of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with
a cash consideration of $200,000,000 or more, the Borrower shall have delivered
to the Administrative Agent:


(i)            within five days prior to the
consummation of such Acquisition (or such lesser time as agreed to by the
Agents), calculations demonstrating on a pro forma basis the Borrower’s pro
forma compliance with the financial covenants set



 75
 









forth in Section 7.13, all in
such detail and in such form as is reasonably acceptable to the Agents; and


(ii)           within five days prior to the
consummation of such Acquisition (or such lesser time as agreed to by the
Agents), projections for the Borrower for a period of the lesser of five years
and the maturity of the Loans hereunder after the closing of such Acquisition
(giving effect to such Acquisition) and showing the source of financing for
such Acquisition, all in such detail and in such form as is reasonably
acceptable to the Agents; and


(d)          except with respect to Acquisitions of
an Unrestricted Subsidiary, with respect to each Permitted Acquisition
consummated under this Section 7.07, the Borrower shall have
complied with each of the following:


(i)            except as permitted by Section 5.17,
all FCC Licenses acquired in connection with each such Acquisition shall be
transferred promptly upon consummation of such Acquisition to a License
Subsidiary;


(ii)           with respect to Permitted
Acquisitions with a cash consideration in excess of $100,000,000, unless the
Borrower reasonably expects that the Final Order will be granted
notwithstanding the filing of such objection or filing described below, the FCC
consent to the assignment of the FCC Licenses relating to the Stations being
acquired pursuant to such Permitted Acquisition at such time (the “FCC Consent”)
shall have become a Final Order unless (i) no filing shall have been made
with the FCC that pertains to or becomes associated with any request for
consent to the assignment of any of the FCC Licenses being acquired pursuant to
such Permitted Acquisition, except for filings made by repeat nuisance filers
(or their affiliates, agents or representatives) that have made a filing on
multiple occasions against the Borrower or the Parent, or any Subsidiary of
either of them, which such filing would not reasonably be expected to prevail (“Nuisance
Filing”), or (ii) if any such filing shall have been made other than a
Nuisance Filing, the Borrower shall have delivered to the Administrative Agent
and the Lenders an opinion of the Borrower’s FCC counsel in form and substance
reasonably satisfactory to the Administrative Agent with respect to the effect
of such filing;


(iii)          the Parent, the Borrower or the
applicable Subsidiary shall have granted a prior and first Lien priority
interest in, and pledged to the Administrative Agent on behalf of the Lenders,
all of the Equity Interests of each such new Domestic Subsidiary acquired in
connection with a Permitted Acquisition hereunder as additional collateral for
the Obligations to be held by the Administrative Agent in accordance with the
terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge
Agreement, and executed and delivered to the Administrative Agent all such
documentation for such pledge (including, a supplement to the Subsidiary Pledge
Agreement, original stock certificates and duly executed stock powers, as
applicable) as, in the reasonable opinion of the



 76
 









Administrative Agent, is required to perfect
or protect such Lien and grant a prior and first Lien; and


(iv)          the Borrower shall have delivered to
the Administrative Agent evidence reasonably satisfactory to the Administrative
Agent to the effect that all material approvals, consents or authorizations
required in connection with such Acquisition (including the formation of any
License Subsidiary and the transfer of FCC Licenses to a License Subsidiary)
from any Licensing Authority or other Governmental Authority shall have been
obtained, and such opinions as the Administrative Agent may reasonably request
as to the Liens granted to the Administrative Agent, for the benefit of the
Lenders in the Equity Interest, as required pursuant to this Section, as to any
required regulatory approvals for such Acquisition and as to such other matters
as the Administrative Agent may reasonably request.


7.08         Change in Nature of Business.  Engage in any material line of business
substantially different from the Business.


7.09         Transactions with Affiliates.  Enter into any transaction of any kind with
any Affiliate of the Parent or the Borrower, whether or not in the ordinary course
of business, other than on fair and reasonable terms substantially as favorable
to the Parent, the Borrower or such Restricted Subsidiary as would be
obtainable by the Parent, the Borrower or such Restricted Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to
(a) transactions between or among the Borrower and any of the Restricted
Subsidiaries that are Guarantors, or (b) between and among Restricted
Subsidiaries that are Guarantors, (c) Investments permitted by Section 7.17,
and (c) Restricted Payments permitted by Section 7.06.  For the avoidance of doubt, this Section
7.09 shall not apply to employment arrangements with, and payments of
compensation or benefits to or for the benefit of, management.


7.10         Negative Pledge Clauses.  Enter into any new contractual agreement,
arrangement or License containing a negative pledge clause or otherwise
restricting or prohibiting the Parent, the Borrower and/or their Restricted
Subsidiaries from creating or granting Liens on their property and/or assets
(other than on or in any such contractual agreement, arrangement or License),
except (a) in connection with Indebtedness permitted to be issued and secured
under Section 7.01(i) and 7.01(j), and (b) to the
extent the Obligations are expressly permitted to be fully secured
notwithstanding such restriction or prohibition (either senior to or ratably
with such other Indebtedness related to such restriction or prohibition, if
such restriction or prohibition is related to the issuance of Indebtedness).


7.11         Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.


7.12         Amendment of Material Documents and Agreements.  Amend, modify or supplement (a) Organization
Documents of the Parent, the Borrower or any Material Subsidiary,



 77
 









unless
required by law, in any manner that is materially adverse to the interests of
the Lenders (as may be reasonably determined by the Agents) or (b) the
Indenture and the other Subordinated Notes Documents, in any manner that is
materially adverse to the interests of the Lenders (as may be reasonably
determined by the Agents).  The Parent
and the Borrower shall promptly provide copies of any such amendments,
modifications or supplements to the Administrative Agent.


7.13         Financial Covenants.


(a)           Consolidated Interest Coverage
Ratio.  Permit the Consolidated
Interest Coverage Ratio as of the last day of any fiscal quarter of the
Borrower to be less than 2.00 to 1.00.


(b)           Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of
the last day of any fiscal quarter to be greater than 6.00 to 1.00.


7.14         License
Subsidiaries.  Except as set
forth on Schedule 5.17 or permitted by the terms of Section 5.17,
permit any Subsidiary (other than a License Subsidiary) to hold any FCC
Licenses, or permit any License Subsidiary to be an Unrestricted Subsidiary,
except strictly in accordance with the terms hereof.  The Borrower shall not permit any License
Subsidiary to (a) incur, create, assume or permit to exist any
Indebtedness other than the Obligations and Indebtedness owing by a License
Subsidiary to any other Loan Party, (b) incur, create, assume or permit to
exist any Lien of any nature whatsoever on any property or assets now owned or
hereafter acquired by it except (i) in favor of the Administrative Agent, for
the benefit of the Lenders and (ii) subordinated guaranties permitted by Section
7.03, (c) make any capital expenditures, (d) acquire any assets
other than the Licenses, (e) conduct any business, or (f) hire or engage
any employees.  No License Subsidiary
shall be an Unrestricted Subsidiary unless all entities (i) operating and (ii)
owning a substantial amount or the related Station’s assets are also
Unrestricted Subsidiaries.


7.15         Senior Subordinated Notes.  Make any interest or principal
payment on the Senior Subordinated Notes or other subordinated Indebtedness
during the existence of a payment Default or Event of Default.  Upon the occurrence of an Event of Default, the
Borrower and the Parent shall immediately, upon the written request of the
Administrative Agent, notify the Trustee under the Indenture of such
occurrence.  Upon the occurrence of any
breach default or event of default under the Indenture or any other Senior
Subordinated Notes Documents, the Parent and the Borrower shall promptly notify
the Administrative Agent.  The Parent and
the Borrower shall take all actions necessary under the Indenture to cause the
Obligations to be Designated Senior Indebtedness (as that term is defined in
the Indenture) at all times and for all purposes of the Indenture and the
Senior Subordinated Notes.


7.16         Sale and Leaseback Transactions.  Enter into any arrangement whereby the
Parent, the Borrower, or any Restricted Subsidiary sells or transfers any of
its assets, and thereafter rents or leases such assets, provided that,
so long as the there exists no Default both before and after giving effect to
this transaction and the Borrower is otherwise in compliance with the
provisions of Section 7.05, the Borrower, the Parent and their
Restricted Subsidiaries



 78
 









may consummate
sales and leasebacks aggregating not more than $15,000,000 in gross sales
proceeds for all such transactions over the term of this Agreement.


7.17         Unrestricted Subsidiaries.  Invest (whether in cash, contribution of
assets or equity interests or otherwise, provided that the value of the assets
and equity interests shall be determined to be the fair market value of such
assets and equity interests on the date of each such Investment) in any
Unrestricted Subsidiary or to create any Unrestricted Subsidiary, or do any of
the foregoing with respect to any direct or indirect subsidiary of any
Unrestricted Subsidiary, in an amount which, in the aggregate at any one time
outstanding for all Unrestricted Subsidiaries, exceeds $250,000,000 in the
amount of the Net Investments by the Parent, the Borrower and their Restricted
Subsidiaries, provided that, to the extent that any such Unrestricted
Subsidiary becomes a Restricted Subsidiary and (i) becomes a Guarantor and (ii)
has 100% of its Equity Interests pledged to secure the Obligations and
otherwise complies with the requirements for becoming Restricted Subsidiaries
at the time, then the preceding $250,000,000 limitation (as adjusted through
the date of determination) shall be reinstated to the extent of the Investment
by the applicable Loan Party in such Unrestricted Subsidiary, and such
Unrestricted Subsidiary shall thereafter no longer be included in the
definition of Unrestricted Subsidiaries. 
For the avoidance of doubt, the only manner in which any portion of the
$250,000,000 limitation for Unrestricted Subsidiaries may be reinstated is (x)
for an Unrestricted Subsidiary to become a Restricted Subsidiary, execute a
Guaranty and have 100% of the Equity Interests in such Unrestricted Subsidiary
pledged to secure the Obligations and (y) partial replenishment from time to
time as cash is received by the Borrower or its Restricted Subsidiaries in
accordance with the definition of Net Investments.  The Parent, the Borrower and the Restricted
Subsidiaries will (A) not conduct any business with the Unrestricted
Subsidiaries, other than on fair and reasonable terms substantially as
favorable (or more favorable) to the Parent, the Borrower or such Restricted
Subsidiary as would be obtainable by the Parent, the Borrower or such
Restricted Subsidiary at the time in a comparable arm’s length transaction with
a Person other than an Unrestricted Subsidiary or an Affiliate, (B) keep
all deposit accounts, investment accounts and other accounts of the
Unrestricted Subsidiaries segregated and apart from the accounts of the
Borrower, the Parent and the Restricted Subsidiaries, (C) use reasonable
methods to (I) not commingle the business, employees and assets of the
Parent, the Borrower and the Restricted Subsidiaries (other than servicing
arrangements on fair and reasonable terms substantially as favorable (or more
favorable) to the Parent, the Borrower or such Restricted Subsidiary as would
be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an
Unrestricted Subsidiary or an Affiliate), and (II) keep the Business of the
Parent, the Borrower and the Restricted Subsidiaries separate and apart from
the Unrestricted Subsidiaries.


ARTICLE
VIII.

EVENTS OF DEFAULT AND REMEDIES


8.01         Events of Default.  Any of the following shall constitute an
Event of Default:


(a)           Non-Payment.  The Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation, or (ii) within three Business Days after the
same becomes due, any interest on any Loan or on any



 79















L/C Obligation, or any fee due hereunder, or
(iii) within five Business Days after the same becomes due, any other amount
payable hereunder or under any other Loan Document; or


(b)                               Specific
Covenants.  The Parent, the Borrower
or any Subsidiary fails to perform or observe any term, covenant or agreement
contained in any of Section 6.03, 6.05(a) or Article VII;
or


(c)                                Other
Defaults.  (i) The Parent, the
Borrower or any Subsidiary fails to perform or observe any term, covenant or
agreement contained in either Section 6.10 or 6.11 on its
part to be performed or observed and such failure continues for 10 days after
the earlier of actual notice by the Borrower or the Parent of such Default or
receipt by such Loan Party of written notice of the existence of such Default
from any Lender, or (ii) any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a), (b) or (c)(i)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days after the earlier of actual notice by
the Borrower or the Parent of such Default or receipt by such Loan Party of
written notice of the existence of such Default from any Lender; or


(d)                               Representations
and Warranties.  Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading in any material respect when made or deemed made; or


(e)                                Cross-Default.  (i) The Parent, the Borrower or any
Restricted Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in
respect of the Senior Subordinated Notes or any other Consolidated Funded
Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $50,000,000, or
(B) fails to observe or perform any other agreement or condition relating
to the Senior Subordinated Notes or any other such Consolidated Funded
Indebtedness, or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of the Senior
Subordinated Notes or such Consolidated Funded Indebtedness, (or a trustee or
agent on behalf of such holder or holders) to cause, with the giving of notice
if required, such Consolidated Funded Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Consolidated Funded Indebtedness to be made, prior to its stated maturity, to
become payable or cash collateral in respect thereof to be demanded; or
(ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Parent, the Borrower or any Restricted
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or
(B) any Termination Event (as so defined) under such Swap Contract as to
which the Parent, the Borrower or any Restricted Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by
the Parent, the Borrower or such Restricted Subsidiary as a result thereof is
greater than $50,000,000; or



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(f)                                  Insolvency
Proceedings, Etc.  The Parent, the
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 or similar
officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for 90 calendar days, or the
Parent, the Borrower or such Material Subsidiary has consented in writing to
any of the foregoing; 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 90
calendar days, or an order for relief is entered in any such proceeding; or


(g)                               Inability
to Pay Debts; Attachment.  (i) The
Parent, the Borrower or any Material Subsidiary admits in writing its inability
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or


(h)                               Judgments.  There is entered against the Parent, the
Borrower or any Restricted Subsidiary (i) a final judgment or order for the
payment of money in an aggregate amount exceeding $50,000,000 (to the extent
not covered by independent third-party insurance or indemnity), or (ii) any one
or more non-monetary final judgments that have, or is reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 30 consecutive days
during which such judgment remains unpaid and a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or


(i)                                   ERISA.  (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or is reasonably expected
to result in liability of the Parent, the Borrower or any Subsidiary under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $20,000,000, or (ii) the Parent, the Borrower
or any ERISA Affiliate 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 which has
resulted or is reasonably expected to result in liability of the Parent, the
Borrower or any Subsidiary in an aggregate amount in excess of $20,000,000; or


(j)                                   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 or
satisfaction in full of all the Obligations, ceases to be in full force and
effect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any material provision of any Loan Document; or
any Loan Party denies that it has any or further liability or obligation under
any Loan Document, or purports to revoke, terminate or rescind any material
provision of any Loan Document; or



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(k)                                Failure
to Comply with FCC.  (i) The FCC or
any other Licensing Authority shall revoke, terminate, substantially and
adversely modify or refuse by final order to renew any License relating to a
Station or Stations or (ii) the Borrower or any License Subsidiary shall be
required pursuant to a final non-appealable order to sell or otherwise dispose
of any Station; so long as in each case of (i) and (ii) preceding such event or
failure is reasonably expected to have a Material Adverse Effect; or


(l)                                   Change
of Control.  There occurs any Change
of Control.


(m)                             Unrestricted
Subsidiaries.  Any event or
circumstance described in the preceding subsections (e), (f), (h) and (k) shall
have occurred with respect to any Unrestricted Subsidiary, and such event or
circumstance would reasonably be expected to result in an Material Adverse
Effect.


8.02                           Remedies Upon Event of Default.  If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:


(a)                                declare
the commitment of each Lender to make Loans and any obligation of the L/C
Issuer 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 the Parent, the Borrower and each Subsidiary;


(c)                                require
that the 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;


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower or the Parent under the Bankruptcy Code of the United States,
the obligation of each Lender to make Committed Loans and any obligation of the
L/C Issuer 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 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.


8.03                           Application of Funds.  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:



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First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Agents and amounts
payable under Article III) payable to the Agents in their capacity as
such;


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders and the L/C Issuer (including
fees, charges and disbursements of counsel to the respective Lenders and the
L/C Issuer and amounts payable under Article III), ratably among them in
proportion to the amounts described in this clause Second payable to
them;


Third, to payment of that portion of
the Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations, except Obligations relating to Swap
Contracts, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Third payable to them;


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans and L/C
Borrowings, and to the Administrative Agent for the account of each Lender and
Affiliate of each Lender party to a Swap Contract in the amount of the Swap
Termination Value of each such Swap Contract, ratably among the Lenders,
Affiliates of such Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Fourth held by them;


Fifth, to the Administrative Agent
for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit;


Sixth, to payment of remaining
portion of the Obligations, ratably among the Lenders in proportion to the
respective amounts described in this clause Sixth held by them; and


Last, the balance, if any, after all
of the Obligations have been indefeasibly paid in full, to the 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.


ARTICLE
IX.

ADMINISTRATIVE AGENT


9.01                           Appointment and Authority.  Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by



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the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.


9.02                           Rights as a Lender.  The Person serving as the Administrative
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 the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Parent, the Borrower or any Subsidiary or other Affiliate thereof as if
such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders.


9.03                           Exculpatory Provisions.  The Agents shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the
generality of the foregoing, the Agents:


(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 the Administrative Agent 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 the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law); and


(c)                                shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Parent, the Borrower, their Subsidiaries or any of
their Affiliates that is communicated to or obtained by the Person serving as
any Agent or any of their Affiliates in any capacity.


Neither Agent shall be liable for any action taken or
not taken by it, IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE
NEGLIGENCE OF ANY SUCH AGENT (i) 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 as such Agent shall believe in good faith
shall be necessary), under the circumstances as provided in Sections 10.01
and 8.02 or (ii) in the absence of its own gross negligence, bad faith
or willful misconduct.  The Agents shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to such Agent by the Borrower, a Lender or the
L/C Issuer.


The Agents shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or



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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 (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than the Administrative Agent’s duty to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


9.04                           Reliance by Agents.


The Agents shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person.  Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit.  Each Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


9.05                           Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by
the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through their respective
Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related
Parties of each Agent and any sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


9.06                           Resignation of Administrative Agent.  The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent of the
Borrower so long as there exists no Event of Default (such consent not to be
unreasonably withheld), to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in
the United States.  If no such successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above (including the consent of the
Borrower, if applicable); provided that if the Administrative Agent
shall notify the Borrower and



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the Lenders
that no qualifying Person has accepted such appointment within 30 days, then
the Syndication Agent may on behalf of the Lenders and the L/C Issuer, appoint
a successor Administrative Agent meeting the qualifications set forth above; provided
further that if the Administrative Agent shall notify the Borrower and
the Lenders that no qualifying Person has accepted such appointment and the
Agents in their reasonable determination have determined that no successor
Administrative Agent meeting the qualifications set forth above will accept
such appointment, the Agents may engage a commercial servicing company to act
in the role of Administrative Agent, at the expense of the Borrower (with the
consent of the Borrower so long as there exists no Event of Default, such
consent not to be unreasonably withheld). 
If no successor Administrative Agent has been appointed, and no
servicing agent has been engaged by the Agents within 30 days after
commercially reasonable efforts have been made by the Agents to engage such
servicing agent, the Administrative Agent and the Borrower will negotiate in
good faith (the Borrower’s consent not to be unreasonably withheld) a new
agency fee for the Administrative Agent based on the market rate under the
circumstances of the Loan, such fee to compensate the Administrative Agent for
the administrative duties to be conducted by the Administrative Agent in
connection with this Agreement and the other Loan Documents and to supersede
any such agency fee payable to the Administrative Agent under any Fee
Letter.  Upon the acceptance of the
appointment by a successor Administrative Agent or the engagement of a
servicing agent, (a) the resignation of the Administrative Agent shall
become effective in accordance with such notice and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents, (b) such successor or servicing agent shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring (or retired) Administrative Agent, and (c) the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). 
The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. 
After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer.  Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangement satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.  No
servicing agent engaged pursuant to the preceding paragraph shall become L/C
Issuer under this Agreement.  The
Borrower and each Lender agree to the appointment of the servicing agent as
Administrative Agent, if necessary under the terms of, and in accordance with
the provisions of, this paragraph and the preceding paragraph.



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9.07                           Non-Reliance on Agents and Other Lenders.  Each Lender and the L/C Issuer acknowledges
that it has, independently and without reliance upon the Agents or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Agents or any other Lender or any
of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


9.08                           No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the book managers, Arrangers, Syndication Agent or
Co-Documentation Agents listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
a Lender or the L/C Issuer hereunder.


9.09                           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 the Borrower) shall be entitled and empowered to, and if
requested by the Required Lenders shall, by intervention in such proceeding or
otherwise


(a)                                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 due and owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.03(i) and (j), 2.08 and 10.04)
allowed in such judicial proceeding; and


(b)                               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 and the L/C Issuer 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 and
the L/C Issuer, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08 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 or the L/C Issuer any plan of



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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.


9.10                           Collateral and Guaranty Matters.  The Lenders and the L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its discretion,


(a)                                to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit,
(ii) that is sold, assigned or conveyed or to be sold, assigned or
conveyed as part of or in connection with any sale permitted hereunder or under
any other Loan Document, or (iii) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders; and


(b)                               to
release any Guarantor from its obligations under the Guaranty if such Person ceases
to be a Subsidiary or ceases to be a Restricted Subsidiary as a result of a
transaction permitted hereunder.


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 Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10.  In each case as specified in this Section
9.10, the Administrative Agent will, at the Borrower’s expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may
reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Loan Documents, or to
release such Guarantor from its obligations under the Guaranty, in each case in
accordance with the terms of the Loan Documents and this Section 9.10.


ARTICLE
X.

MISCELLANEOUS


10.01                     Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


(a)                                extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of
each such Lender directly and adversely affected thereby;


(b)                               postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) or any scheduled or mandatory reduction of
the Aggregate



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Commitments hereunder or under any other Loan
Document without the written consent of each Lender directly and adversely
affected thereby;


(c)                                reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document,
in each case without the written consent of each Lender directly and adversely
affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary (i) to amend the definition of “Default
Rate” or to waive any obligation of the Borrower to pay interest or Letter of
Credit Fees at the Default Rate or (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder;


(d)                               change
Section 2.12 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender directly and adversely affected thereby;


(e)                                change
any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender directly and adversely affected thereby, except as specifically set
forth in Section 2.13;


(f)                                  release
all of, or substantially all of, the value of the guaranties of the Obligations
made by the Guarantors without the written consent of each Lender, or release
the Parent from the Guaranty without the written consent of each Lender; or


(g)                               release
all of, or substantially all of, the Collateral without the written consent of
each Lender;


and, provided further, that (i) no amendment, waiver
or consent shall, unless in writing and signed by the L/C Issuer in addition to
the Lenders required above, affect the rights or duties of the 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 Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (iii) Section 10.06(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; (iv) the Fee Letters
may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, (v) the Letter of Credit
Applications may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto, and (vi) notwithstanding anything in this Section
10.01 or elsewhere in this Agreement to the contrary, except to the extent there
shall then exist an Event of Default, any waiver, consent or other amendment to
any term or provision of this Agreement necessary or advisable to effectuate
the intent of Section 2.13 to provide an Incremental Facility or an
increase in the Aggregate Commitment shall be effective when executed by the
Borrower, the Agents and each Lender or other approved financial institution
making such Incremental



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Facility or increase in the
Aggregate Commitment.  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.


10.02                     Notices; Effectiveness; Electronic Communication.


(a)                                Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, 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 the Borrower, either Agent or the L/C Issuer, to the address, telecopier
number, electronic mail address or telephone number specified for such Person
on Schedule 10.02 or as otherwise noticed to the Administrative
Agent; and


(ii)                                  if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent if a confirmation from the sender’s telecopier has been generated (except
that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day
for the recipient).  Notices delivered
through electronic communications to the extent provided in subsection (b)
below, shall be effective as provided in such subsection (b).


(b)                               Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


Unless the
Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the



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next business day
for the recipient, and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available
and identifying the website address therefor.


(c)                                  The
Platform.  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.”  THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or Syndication Agent, or any of their Related
Parties (collectively, the “Agent Parties”) have any liability to
Parent, the Borrower, any Lender, the L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART,
OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY SUCH AGENT
PARTY, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by
a final and nonappealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to Parent or the
Borrower, any Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).


(d)                                 Change
of Address, Etc.  Each of the Parent,
the Borrower, the Administrative Agent and the L/C Issuer may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to
the Borrower, the Administrative Agent and the L/C Issuer.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to
cause at least one individual at or on behalf of such Public Lender to at all
times have selected the “Private Side Information” or similar designation on
the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and
that may contain material non-public information with respect to the Borrower
or its securities for purposes of United States Federal or state securities
laws.



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(e)                                Reliance
by Administrative Agent, L/C Issuer and Lenders.  The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon
any notices (including telephonic Committed Loan Notices and Term Loan Notices)
purportedly given by or on behalf of the 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.  The Borrower shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all reasonable out-of-pocket losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of the Borrower, IN ALL
CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON, absent
gross negligence, bad faith or willful misconduct of such Person.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


10.03                     No Waiver; Cumulative Remedies.  No failure by any Lender, the L/C Issuer or
any Agent to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder 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 are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


10.04                     Expenses; Indemnity; Damage Waiver.


(a)                                Costs
and Expenses.  The Borrower shall pay
(i) (A) all reasonable out-of-pocket expenses incurred by each Agent and its
Affiliates (but only including the reasonable fees, charges and disbursements
of one counsel for the Agents), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents
through the Effective Date, and 
(B) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges
and disbursements of one counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, provided that, notwithstanding the foregoing,
the Borrower will not be required to reimburse the Administrative Agent for
legal fees incurred on behalf of an Eligible Assignee in connection with any
assignment as set forth in Section 12.06(b)(v), and (iii) all
out-of-pocket expenses incurred by each Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for each Agent,
any Lender or the L/C Issuer), in connection with the enforcement of its rights
after the occurrence of an Event of Default (or, during the continuance of an
Event of Default, protection of its rights) (A) in connection with this
Agreement and the other Loan Documents, including its rights under this
Section, or (B) in



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connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


(b)                               Indemnification
by the Borrower.  The Borrower shall
indemnify each Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, and shall indemnify and hold harmless each Indemnitee from all fees
and time charges and disbursements for attorneys who may be employees of any
Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower or any other Loan Party arising out of any
actual or prospective claim, litigation, actions, judgments, litigation,
lawsuits, investigation or proceedings arising out of, in connection with, or
as a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the 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), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, in
each case whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrower or any other Loan Party, and regardless of
whether any Indemnitee is a party thereto, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY SUCH INDEMNITEE,
provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are resulting from the gross negligence, bad faith or
willful misconduct of such Indemnitee or any Related Party of such Indemnitee
or (y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such Loan Party
has obtained a final and nonappealable judgment in its favor on such claim. as
determined by a court of competent jurisdiction.


(c)                                Reimbursement
by Lenders.  To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to an Agent
(or any sub-agent thereof), the L/C Issuer or any Related Party of any of the
foregoing but without affecting the Borrower’s obligations to pay such amounts,
each Lender severally agrees to pay to such Agent (or any such sub-agent), the
L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount (except unpaid amounts
relating to upfront closing fees provided in the Fee Letters), provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against such
Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or
against any Related Party of any of the foregoing acting



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for such Agent (or any such sub-agent) or L/C
Issuer in connection with such capacity. 
The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.11(d).


(d)                               Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, the parties hereto shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


(e)                                Payments.  All amounts due under this Section shall be
payable not later than 30 Business Days after demand therefor after receipt of
a reasonably detailed written invoice therefor.


(f)                                  Survival.  The agreements in this Section shall survive
the resignation of the Administrative Agent and the L/C Issuer, the replacement
of any Lender or Agent, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.


10.05                     Payments Set Aside.  To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or
any Lender, or the Administrative Agent, the L/C Issuer 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 the Administrative Agent, the L/C Issuer 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 and the L/C Issuer severally agrees to pay to the Administrative
Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative 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 Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.


10.06                     Successors and Assigns.


(a)                                Successors
and Assigns Generally.  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 the Borrower and the Parent may not, nor may any other Loan



 94
 









Party (except to the extent such Loan Party
is permitted in a transaction permitted by the terms of this Agreement), 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 in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section, or (iv) to an SPC in accordance with
the provisions of subsection (h) of this Section (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 subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


(b)                               Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible 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 subsection (b),
participations in L/C Obligations) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


(i)                                    Minimum
Amounts.


(A)                               in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it, or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and


(B)                                 in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal outstanding
balance of the 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, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000, unless each of the Administrative Agent and, so long as
no Event of Default under Section 8.01(a) or Section 8.01(f) has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;


(ii)                                 Proportionate
Amounts.  Each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations



 95















under this Agreement with respect to the
Loans or the Commitment assigned, except that this clause (ii) shall not
prohibit any Lender from assigning all or a portion of its rights and
obligations among the Committed Loans and Term Loans on a non-pro rata basis;


(iii)                              Required
Consents.  No consent shall be
required for any assignment except to the extent required by subsection
(b)(i)(B) of this Section and, in addition:


(A)                               the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default under Section
8.01(a) or Section 8.01(f) has occurred and is continuing at the
time of such assignment or (2) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund;


(B)                                 the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of
(1) any Commitment if such assignment is to a Person that is not a Lender
with a Commitment, an Affiliate of such Lender or an Approved Fund with respect
to such Lender or (2) any Term Loan to a Person that is not a Lender, an
Affiliate of a Lender or an Approved Fund; and


(C)                                 the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding).


(iv)                             Assignment
and Assumption.  The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee in the amount of
$3,500; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee.  The assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.


(v)                                No
Assignment to Borrower.  No such
assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.


(vi)                             No
Assignment to Natural Persons.  No
such assignment shall be made to a natural person.


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment
and Assumption, the 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 and 10.04
with respect to facts and circumstances occurring prior to the effective date
of such assignment.



 96
 









Upon request, the
Borrower (at its 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 subsection 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 10.06(d).


(c)                                Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, 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 of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
presumptively correct absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may 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 each of the Borrower and the L/C Issuer at any reasonable time
and from time to time upon reasonable prior notice.


(d)                               Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (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) 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
Borrower, the Administrative Agent, the Lenders and the L/C Issuer 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 to approve any amendment, modification or
waiver of any  provision of this
Agreement; 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 subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05  to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08  as though it
were a Lender, provided such Participant agrees to be subject to Section 2.12
as though it were a Lender.


(e)                                  Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section 3.01
or 3.04  than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent. 
A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such



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Participant agrees, for
the benefit of the Borrower, to comply with Section 3.01(e) as
though it were a Lender.


(f)                                  Certain
Pledges.  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.


(g)                               Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


(h)                               Special
Purpose Funding Vehicles. 
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 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 Committed Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make
all or any part of such Committed Loan, the Granting Lender shall be obligated
to make such Committed Loan pursuant to the terms hereof or, if it fails to do
so, to make such payment to the Administrative Agent as is required under Section 2.11(b)(ii).  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 Borrower under this Agreement (including its obligations under Section 3.04),
(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
Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Committed Loan were made by such
Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee of $1,000.00, assign all or any portion of its
right to receive payment with respect to any Loan to the Granting Lender, and
subject to Section 10.07, such SPC may disclose on a confidential basis
any non-



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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.


10.07                     Treatment of Certain Information; Confidentiality.  Each of the Administrative Agent, the Lenders
and the L/C Issuer agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its
Affiliates’ and to its Affiliates’ respective directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with 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, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or any proposed lender invited to be a Lender
pursuant to Section 2.13; or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the a Loan
Party.


For purposes of this Section, “Information”
means all information received from the Parent, the Borrower or any Subsidiary
relating to the Parent, the Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Parent, the Borrower or any Subsidiary, provided
that, in the case of information received from the Parent, the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential.  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.


Each of the Administrative Agent, the Lenders and the
L/C Issuer acknowledges that (a) the Information may include material
non-public information concerning the Borrower, Parent or any Subsidiary of
either thereof, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws.


10.08                     Right of
Setoff.  If an Event of
Default shall have occurred and be continuing, each Lender, the L/C Issuer and
each of their respective Affiliates is hereby authorized at any time and from
time to time, after obtaining the prior written consent of the Administrative
Agent,



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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, in whatever currency (but not
trust accounts)) at any time held and other obligations (in whatever currency)
at any time owing by such Lender, the L/C Issuer or any such Affiliate to or
for the credit or the account of the Borrower or any other Loan Party against
any and all of the obligations of the Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such Loan Party may
be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The
rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have.  Each Lender and the L/C Issuer
agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


10.09                     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 the Administrative 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 Borrower. 
In determining whether the interest contracted for, charged, or received
by the Administrative 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.


10.10                     Counterparts; Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Except as
provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.


10.11                     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. 
Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the



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Administrative
Agent or any Lender or on their behalf, and shall continue in full force and
effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


10.12                     Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) 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 (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


10.13                     Replacement of Lenders.  If any of the following shall occur:


(a)                                any
Lender requests compensation under Section 3.04,


(b)                               any
Lender is unable to fund under Section 3.02,


(c)                                any
Lender is a Defaulting Lender,


(d)                               the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,


(e)                                any
Lender does not vote in favor of an amendment or waiver that requires the
consent or vote of each of the Lenders and is approved by the Required Lenders,


(f)                                  any
Lender does not vote in favor of an amendment or waiver described in Section 10.01(c)(ii),
or


(g)                               or
if any other circumstance exists hereunder that gives the Borrower the right to
replace a Lender as a party hereto,


then the Borrower may, at its sole expense and effort,
upon notice to such Lender and with the consent of the Agents, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:


(i)                                     the
Borrower or the new assignee Lender shall have paid to the Administrative Agent
the assignment fee specified in Section 10.06(b);


(ii)                                  such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 3.05) from the
assignee



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(to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other
amounts);


(iii)                               in
the case of any such assignment resulting from a claim for compensation under Section 3.04
or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter; and


(iv)                              such
assignment does not conflict with applicable Laws.


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


10.14                     Governing Law; Jurisdiction; Etc.


(a)                                GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


(b)                               SUBMISSION
TO JURISDICTION.  THE BORROWER, EACH
OTHER LOAN PARTY AND EACH OTHER PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. 
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


(c)                                WAIVER
OF VENUE.  THE BORROWER AND EACH
OTHER PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO
IN PARAGRAPH (B) OF THIS SECTION. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



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(d)                               SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.02.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


10.15                     Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


10.16                     FCC Compliance.


(a)                                Notwithstanding
anything herein or in any of the Loan Documents to the contrary, but without
limiting or waiving any Loan Party’s obligations hereunder or under any of the
Loan Documents, the Administrative Agent’s and the Lenders’ remedies hereunder
and under the Loan Documents are subject to compliance with the Communications
Act of 1934, as amended, and to all applicable rules, regulations and policies
of the FCC, and neither the Administrative Agent nor the Lenders will take any
action pursuant to this Agreement or any of the Loan Documents that will
constitute or result in any assignment of a License issued by the FCC or any
change of control of the Borrower or any of its Subsidiaries which owns any FCC
License if such assignment of License or change of control would require under
then existing law (including the written rules and regulations promulgated by
the FCC), the prior approval of the FCC, without first obtaining such approval
of the FCC.  This Agreement, the Loan
Documents and the transactions contemplated hereby and thereby do not and will
not constitute, create, or have the effect of constituting or creating,
directly or indirectly, actual or practical ownership of any Loan Party by the
Administrative Agent or the Lenders or control, affirmative or negative, direct
or indirect, of any Loan Party by the Administrative Agent or the Lenders, over
the management or any other aspect of the operation of any Loan Party, which
ownership and control remain exclusively and at all times in the members,
stockholders and directors of the Loan Parties until such time as the
Administrative Agent and the Lenders have complied with such law, rules,
regulations and policies.


(b)                               Furthermore,
the parties acknowledge their intent that, upon the occurrence of an Event of
Default, the Lenders shall receive, to the fullest extent permitted by
applicable law and governmental policy (including, the rules, regulations and policies
of the FCC), all rights necessary or desirable to obtain, use or sell the
Licenses and the Collateral securing the



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Obligations, and to exercise all remedies
available to them under this Agreement, the Loan Documents, the Uniform
Commercial Code or other applicable law. 
Therefore, the parties agree that, in the event of changes in law or
governmental policy occurring after the date hereof that affect in any manner
the Administrative Agent’s or the Lenders’ rights of access to, or use or sale
of, the Licenses or such Collateral, or the procedures necessary to enable the
Administrative Agent or the Lenders to obtain such rights of access, use or
sale, the Administrative Agent, the Lenders, the Parent and the Borrower shall
amend this Agreement and the Loan Documents in such manner as the
Administrative Agent shall reasonably request, in order to provide the
Administrative Agent and the Lenders such rights to the greatest extent
possible consistent with then applicable Law and governmental policy.


10.17                     USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.


10.18                     Time of the Essence.  Time is of the essence of the Loan Documents.


10.19                     Designation as Senior Indebtedness.  All Obligations shall (i) be “Designated
Senior Indebtedness” for purposes of and as defined in that certain Indenture,
and all supplemental indentures thereto, and (ii) be treated as senior
indebtedness at least pari passu with respect to all other indentures and other
Indebtedness of the Parent, the Borrower and their Restricted Subsidiaries.


10.20                     Commitment Letter.  The provisions of that certain Commitment
Letter, dated as of May 10, 2007, among the Borrower, Bank of America, the
Arrangers and Chase relating to the indemnification by the Borrower and the
payment by the Borrower of costs and expenses of the parties thereto will be
superseded in full by the provisions of this Agreement, notwithstanding the
survival provisions in such letter.


10.21                     No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), each of the
Borrower and Parent acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent,
the Syndication Agent and the Arrangers are arm’s-length commercial
transactions between the Borrower, Parent and their respective Affiliates, on
the one hand, and the Administrative Agent, the Syndication Agent and the
Arrangers, on the other hand, (B) each of the Borrower and Parent has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) each of the Borrower and Parent is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) each
of the Administrative Agent, the Syndication Agent and the Arrangers is and has
been acting solely as a principal and, except as expressly agreed in writing by
the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or



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fiduciary for
the Borrower, Parent or any of their respective Affiliates, or any other Person
and (B) none of the Administrative Agent, the Syndication Agent or any Arranger
has any obligation to the Borrower, Parent, or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent, the Syndication Agent and the Arrangers and
their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower, the Parent and
their respective Affiliates, and none of the Administrative Agent, the
Syndication Agent and the Arrangers has any obligation to disclose any of such interests
to the Borrower, Parent or any of their respective Affiliates.  To the fullest extent permitted by law, each
of  the Borrower and Parent hereby
waives and releases any claims that it may have against the Administrative
Agent, the Syndication Agent and the Arrangers with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


10.22                     ENTIRE AGREEMENT. 
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES.


	
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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.


	
  

  	
  ENTERCOM
  RADIO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
  ENTERCOM
  COMMUNICATIONS CORP.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 



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  BANK OF
  AMERICA, N.A., as Administrative

  Agent, L/C  Issuer and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 



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  JPMORGAN
  CHASE BANK, as Syndication

  Agent and  Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

								



 



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