**Exhibit 10.01**

 

**FIRST AMENDMENT TO CREDITAGREEMENT**

 

This **FIRST****AMENDMENT TO CREDIT AGREEMENT**, dated as of March  11,2010 (this “Amendment”), is by and among (a) **ENTERCOMRADIO, LLC** (the “Borrower”), a Delaware limited liabilitycompany, (b) **ENTERCOM COMMUNICATIONSCORP.** (the “Parent”), a Pennsylvania corporation, (c) certainLenders (as defined below) and (d) **BANK OF AMERICA, N.A.**,as administrative agent (the “Administrative Agent”) for itself and theother Lenders party to that certain Credit Agreement, dated June 18, 2007(as amended, supplemented, and restated or otherwise modified and in effectfrom time to time, the “Credit Agreement”), by and among the Borrower,the Parent, the lending institutions party thereto (the “Lenders”), theAdministrative Agent.  Capitalized termsused herein without definition shall have the meanings assigned to such termsin the Credit Agreement as set forth on Annex I.

 

**WHEREAS**, the Borrower, the Parent, the RequiredLenders and the Administrative Agent have agreed to modify certain terms andconditions of the Credit Agreement as specifically set forth in this Amendment;

 

**NOW THEREFORE**, in consideration of the foregoingpremises and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the Borrower, the Parent, theLenders and the Administrative Agent hereby agree as follows:

 

# **§1.****         ****Amendmentto Credit Agreement****.**  The Credit Agreement is hereby amended in itsentirety and replaced with the document attached hereto as Annex I.

#  

# **§2.****         ****Amendmentto Exhibit C to Credit Agreement****.**  Exhibit C to the Credit Agreementis hereby amended in its entirety and replaced with the document attachedhereto as Exhibit C to Annex II.

#  

# **§3.****         ****Amendmentto Add a New Exhibit F to Credit Agreement****.**  A new Exhibit F tothe Credit Agreement is hereby added in its entirety in the form attachedhereto as Exhibit F to Annex II.

#  

# **§4.****         ****Amendmentto Add a New Schedule 7.03(a) to Credit Agreement****.**  A new Schedule 7.03(a) tothe Credit Agreement is hereby added in its entirety in the form attachedhereto as Schedule 7.03(a) to Annex II.

#  

# **§5.****         ****Notice ofRe-Designation of Entercom Properties, LLC****.**  By signing below, the Borrowerhereby concurrently re-designates Entercom Properties, LLC from an UnrestrictedSubsidiary to a Restricted Subsidiary.

#  

# **§6.****         ****Conditionsto Effectiveness****.**  This Amendment shall become effective as ofthe date set forth above upon the satisfaction of the following conditions,including receipt by the Administrative Agent of the following items:

#  

## (a)           there shall exist no Defaultimmediately after giving effect to this Amendment; and

 

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## (b)           the Administrative Agentshall have received a counterpart signature page to this Amendment, dulyexecuted and delivered by the Borrower, the Parent, each Guarantor and theRequired Lenders; and

##  

## (c)           the Administrative Agent andthe Lenders shall have received a legal opinion of counsel to the Loan Parties,which shall be in form, scope and substance reasonably satisfactory to theAdministrative Agent; and

##  

## (d)           the representations andwarranties set forth in the immediately following Section of thisAmendment entitled “Representations and Warranties” shall be true and correctas of the date of this Amendment; and

##  

## (e)           the Administrative Agentshall have received, in form and substance reasonably acceptable to it, allresolutions, incumbency certificates, certificates of no default, and suchother certificates and documents as reasonably requested by the AdministrativeAgent; and

##  

## (f)            the Administrative Agentshall have received (i) UCC searches on each Loan Party evidencing noLiens except Liens permitted by Section 7.01 of the CreditAgreement and (ii) a copy of all effective financing statements that nameany Loan Party as debtor; and

##  

## (g)           the Administrative Agentshall have received, for the prorata account of the Lenderstimely executing and delivering a signature page to this Amendment, anamendment fee equal to thirty-seven and half basis points (0.375%) of theCommitment of, and outstanding principal amount of the Term Loans held by, eachsuch Lender; and

##  

## (h)           the Administrative Agentshall have received all other invoiced out of pocket fees and expenses due andowing in connection with this Amendment; and

##  

## (i)            the Administrative Agentshall have received a Confirmation Agreement that confirms and affirms each ofthe Guaranty Agreement and each of the Pledge Agreements, and each other LoanDocument by the applicable Loan Parties, in each case reasonably acceptable tothe Administrative Agent and the Required Lenders; and

##  

## (j)            the Administrative Agentshall have received a Joinder to Guaranty Agreement and a Joinder to SubsidiaryPledge Agreement made by Entercom Properties, LLC, in each case reasonablyacceptable to the Administrative Agent and the Required Lenders; and

##  

## (k)           the Administrative Agentshall have received a First Amendment to Parent/Borrower Pledge Agreement and aFirst Amendment to Subsidiary Pledge Agreement by the applicable Loan Parties,in each case reasonably acceptable to the Administrative Agent and the RequiredLenders; and

##  

## (l)            the Administrative Agentshall have received (i) a Security Agreement, in substantially the form ofExhibit F to Annex II attached hereto, duly executed by each Loan Party, (ii) UCCfinancing statements in form appropriate for filing under the UniformCommercial Code of all jurisdictions that the Administrative Agent may deemnecessary in order to perfect the Liens created under the Security Agreement,covering the Collateral (other than the 

 

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## Non-Perfected Collateral) described in theSecurity Agreement and (iii) evidence that all other action that theAdministrative Agent may deem necessary or desirable in order to perfect theLiens created under the Security Agreement has been taken; and

##  

## (m)          the Administrative Agentshall have received a Compliance Certificate in the form of Exhibit C toAnnex II attached hereto, which attaches a schedule showing in reasonabledetail the calculation of Consolidated Funded Indebtedness, ConsolidatedOperating Cash Flow, OCF, Consolidated Net Income, Consolidated Leverage Ratio,Consolidated Interest Charges, Consolidated Interest Coverage Ratio, and otherfinancial covenant related calculations, each calculated pursuant to theapplicable definitions set forth in the Credit Agreement attached as Annex Ihereto and as of the date hereof (provided that, with respect to (A) ConsolidatedOperating Cash Flow, OCF and Consolidated Net Income, such calculation shall befor the four fiscal quarter period ending on the last day of the most recentlycompleted fiscal quarter of the Borrower for which financial statements havebeen delivered and (B) Consolidated Funded Indebtedness, such calculationshall be as of the First Amendment Effective Date after giving affect to allBorrowings and other debt incurrence on or prior to such date), in eachcase  demonstrating compliance with theapplicable financial covenants set forth in Section 7.13 of the Credit Agreementas set forth in Annex I hereto, prepared by the principal financial oraccounting officer of the Borrower; and

##  

## (n)           the Borrower shall haveredeemed all Senior Subordinated Notes; and

##  

## (o)           the Borrower shall have paidall reasonable invoiced fees and expenses of the Administrative Agent’scounsel, Winstead PC.

##  

# **§7.****         ****Representationsand Warranties****.**  The Borrower represents and warrants to theAdministrative Agent and the Lenders as follows:

#  

## (a)           Representations andWarranties.  Each of therepresentations and warranties contained in Article V of the CreditAgreement are true and correct in all material respects on and as of the datehereof (giving effect to this Amendment and giving effect to the amended andadded Schedules to the Credit Agreement attached in Annex II hereto), except tothe extent such representations and warranties are already qualified bymateriality, in which case, such representations and warranties are true andcorrect in all respects and except to the extent that such representations andwarranties relate specifically to a prior date.

##  

## (b)           Enforceability.  The execution and delivery by the Borrowerand the Parent of this Amendment, and the performance by the Borrower and theParent of this Amendment and the Credit Agreement, as amended hereby, and eachof the Loan Documents (and amendments, restatements and substitutions thereforein connection with this Amendment) are within the authority of each of theBorrower and the Parent and have been duly authorized by all necessary proceedings.  This Amendment and the Credit Agreement, asamended, and each of the Loan Documents (and amendments, restatements andsubstitutions therefore in connection with this Amendment), constitute validand legally binding obligations of each of the Borrower and the Parent,enforceable against each of them in accordance with their terms, except to theextent that the enforceability hereof and thereof may be limited by bankruptcy,insolvency or like laws 

 

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## affecting creditors rights generally and bythe application of general equitable principles (whether such enforcement issought by proceedings in equity or law).

##  

## (c)           No Default.  No Default has occurred and is continuing,and no Default will result from the execution, delivery and performance on theFirst Amendment Effective Date by the Borrower and the Parent of this Amendmentor the other Loan Documents.

##  

## (d)           Unrestricted Subsidiaries.  After giving effect to the re-designation ofEntercom Properties, LLC from an Unrestricted Subsidiary to a RestrictedSubsidiary, there are no Unrestricted Subsidiaries.

##  

## (e)           No Conflict.  Neither the execution, delivery andperformance of this Amendment, or the Credit Agreement, as amended hereby, northe consummation of any transactions contemplated herein or therein will resultin any breach of or default under the Senior Subordinated Notes or any SeniorSubordinated Notes Documents.

##  

## (f)            No Senior Subordinated Notes.  There are no outstanding Senior SubordinatedNotes.

##  

# **§8.****         ****No OtherAmendments, etc.**  Except asexpressly provided in this Amendment, (a) all of the terms and conditionsof the Credit Agreement and the other Loan Documents (as amended and restatedin connection herewith, if applicable) remain unchanged, and (b) allof the terms and conditions of the Credit Agreement, as amended hereby, and ofthe other Loan Documents (as amended and restated in connectionherewith, if applicable) are hereby ratified and confirmed and remainin full force and effect.  Nothing hereinshall be construed to be an amendment, consent or a waiver of any requirementsof the Borrower, the Parent or of any other Person under the Credit Agreementor any of the other Loan Documents except as expressly set forth herein orpursuant to a written agreement executed in connection herewith.  Nothing in this Amendment shall be construedto imply any willingness on the part of the Administrative Agent or any Lenderto grant any similar or future amendment, consent or waiver of any of the termsand conditions of the Credit Agreement or the other Loan Documents.

#  

# **§9.****         ****Release****.**  In order to induce theAdministrative Agent and the Lenders to enter into this Amendment, the Borrowerand each other Loan Party acknowledges and agrees that:  (i) none of the Loan Parties have anyclaim or cause of action against the Administrative Agent, any Lender or anyAffiliate of any Lender (or any of their respective directors, officers,employees, agents, attorneys or other representatives) under or in connectionwith or arising out of the Credit Agreement and the other Loan Documents; and (ii) noneof the Loan Parties have any offset right, counterclaim, right of recoupment orany defense of any kind against the Loan Parties’ obligations, indebtedness orliabilities to the Administrative Agent, any Lender or any Affiliate of anyLender (or any of their respective directors, officers, employees, agents,attorneys or other representatives), in each case under or in connection withor arising out of the Credit Agreement and the other Loan Documents.  Each of the Loan Parties unconditionally andirrevocably remises, acquits, waives and fully and forever releases anddischarges (A) any and all liabilities, obligations, duties, promises orindebtedness of any kind of the Administrative Agent, the Lenders, the L/CIssuer, all respective affiliates and subsidiaries of the Administrative Agent,the Lenders, and the L/C Issuer, each of their respective officers, employees,agents, attorneys, 

 

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# principals, directors andshareholders, and their respective legal representatives, successors andassigns (collectively, the “Released Lender Parties”) under or inconnection with or arising out of the Credit Agreement and the other LoanDocuments, except the obligations to be performed by the Administrative Agent,the L/C Issuer or any Lender on or after the date hereof as expressly stated inthe Credit Agreement and the other Loan Documents, and (B) all claims,demands, obligations, remedies, suits, damages, liabilities, offsets, causes ofaction, right of recoupment, suits or defenses of any kind whatsoever (if any),whether arising at law or in equity, whether known or unknown, suspected orclaimed, whether arising under common law, in equity or under statute, whichthe Borrower ever had or now has against the Released Lender Parties, or whichany Loan Party might otherwise have against any of the Released Lender Parties)in either case (A) or (B), on account of any past or presently existingcondition, act, omission, event, contract, liability, obligation, indebtedness,claim, cause of action, defense, circumstance or matter of any kind arisingunder or in connection with or arising out of the Credit Agreement and theother Loan Documents (collectively, the “Released Claims”).  Each of the Loan Parties agrees not to sueany of the Released Lender Parties or prosecute or cause to be commenced orprosecuted, or in any way assist any other person or entity in suing,prosecuting or causing to be commenced any suit or prosecution of any of theReleased Lender Parties in connection with the Released Claims.  To the extent not prohibited by law, thisrelease provision may be pleaded as a full and complete defense to, and may beused as the basis for an injunction against, any action, suit, or otherproceeding which may be instituted, prosecuted, or attempted in breach of therelease contained herein.  The agreementsof the Borrower and the Loan Parties set forth in this Section entitled “Release”shall survive termination of this Amendment.

#  

# **§10.****       ****Execution in Counterparts****.**  This Amendment may be executedin any number of counterparts and by each party on a separate counterpart, eachof which when so executed and delivered shall be an original, but all of whichtogether shall constitute one instrument. In proving this Amendment, it shall not be necessary to produce oraccount for more than one such counterpart signed by the party against whomenforcement is sought.

#  

# **§11.****       ****Interpretation****.**  This Amendment, the CreditAgreement and the other Loan Documents are the result of negotiation among, andhave been reviewed by counsel to, among others, the Administrative Agent andthe Borrower and are the product of discussions and negotiations among allparties.  Accordingly, this Amendment,Credit Agreement and the other Loan Documents are not intended to be construedagainst the Administrative Agent or any of the Lenders merely on account of theAdministrative Agent’s or any Lender’s involvement in the preparation of suchdocuments.

#  

# **§12.****       ****Loan Document**.  This Amendment is a Loan Document under theterms of the Credit Agreement.

#  

# **§13.****       ****Consentregarding Collateral Documents and Guaranty Agreements****.**

 

## (a)           The Required Lenders herebyconsent to amendments and restatements of each of the Guaranty Agreements andPledge Agreements to conform to the provisions of this Amendment.  The Required Lenders hereby authorize theAdministrative Agent, on behalf of the 

 

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## Lenders, to execute and deliver suchamendments and restatements to each of the Pledge Agreements and each of theGuaranty Agreements.

##  

## (b)           The Required Lenders herebyauthorize the Administrative Agent, on behalf of the Lenders to execute anddeliver the Security Agreement.

##  

# **§14.****       ****Miscellaneous****.**  This Amendment shall begoverned by, an construed in accordance with, the law of the State of New Yorkapplicable to agreements made and to be performed entirely within such state; *provided* that the parties heretoshall retain all rights arising under Federal Law.  The captions in this Amendment are forconvenience of reference only and shall not define or limit theprovisions hereof.

#  

***[Remainderof Page Intentionally Left Blank]***

 

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**IN WITNESS WHEREOF**, the undersigned have duly executed thisAmendment as a sealed instrument as of the date first set forth above.

 
|   | **The Borrower****:**             |
|--------|-----------------------------------|
|   |                              |
|   | **ENTERCOM  RADIO, LLC**          |
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Name: |
|   |                              | Title: |
|   |                              |
|   |                              |
|   | **The Parent****:**               |
|   |                              |
|   | **ENTERCOM COMMUNICATIONS CORP.** |
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Name: |
|   |                              | Title: |

 

[Signature Page toFirst Amendment to

Senior SecuredCredit Agreement]

 

----

 
|   | **The Administrative Agent****:** |
|--------|-----------------------------------|
|   |                              |
|   | **BANK  OF AMERICA, N.A.**,       |
|   | as Administrative Agent           |
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Name: |
|   |                              | Title: |
|   |                              |
|   |                              |
|   | **The Lenders****:**              |
|   |                              |
|   | **BANK  OF AMERICA, N.A.**,       |
|   | as a Lender                       |
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Name: |
|   |                              | Title: |

 

[Signature Page toFirst Amendment to

Senior SecuredCredit Agreement]

 

----

 
|   | **The Lenders****:**              |
|--------|-----------------------------------|
|   |                              |
|   | **[Other  Lenders]**, as a Lender |
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Name: |
|   |                              | Title: |

 

[Signature Page toFirst Amendment to

Senior SecuredCredit Agreement]

 

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**RATIFICATIONOF GUARANTORS**

 

Each of the undersigned Guarantors hereby (a) acknowledges andconsents to the foregoing Amendment and the Borrower’s and the Parent’sexecution thereof; (b) joins the foregoing Amendment for the purpose ofconsenting to and being bound by the provisions thereof, (c) ratifies andconfirms all of their respective obligations and liabilities under the LoanDocuments to which any of them is a party and ratifies and confirms that suchobligations and liabilities extend to and continue in effect with respect to,and continue to guarantee and secure, as applicable, the Obligations of theBorrower under the Credit Agreement; (d) acknowledges and confirms thatthe liens and security interests granted by such Guarantor pursuant to the LoanDocuments are and continue to be valid and perfected first priority liens andsecurity interests (subject only to Permitted Liens) that secure all of theObligations on and after the date hereof to the extent required under the LoanDocuments; (e) acknowledges and agrees that such Guarantor does not haveany claim or cause of action against the Administrative Agent or any Lender (orany of their respective directors, officers, employees, agents, attorneys orother representatives) under or in connection with the Credit Agreement and theother Loan Documents; (f) acknowledges, affirms and agrees that suchGuarantor does not have any defense, claim, cause of action, counterclaim,offset or right of recoupment of any kind or nature against any of their respectiveobligations, indebtedness or liabilities to the Administrative Agent or anyLender, in each case under or in connection with the Credit Agreement and theother Loan Documents and (g) acknowledges, affirms and agrees to each termof the Amendment, including, without limitation, the Section thereofentitled “Release”.

 
| ** ** | **The Guarantors****:**                 |
|------------|-----------------------------------------|
|       |                                    |
| ** ** | **DELAWARE EQUIPMENT HOLDINGS,  LLC**   |
| ** ** | **ENTERCOM AUSTIN LICENSE, LLC**        |
| ** ** | **ENTERCOM AUSTIN, LLC**                |
| ** ** | **ENTERCOM BOSTON 1 TRUST**             |
| ** ** | **ENTERCOM BOSTON LICENSE, LLC**        |
| ** ** | **ENTERCOM BOSTON, LLC**                |
| ** ** | **ENTERCOM BUFFALO LICENSE, LLC**       |
| ** ** | **ENTERCOM BUFFALO, LLC**               |
| ** ** | **ENTERCOM CAPITAL, INC.**              |
| ** ** | **ENTERCOM DENVER LICENSE, LLC**        |
| ** ** | **ENTERCOM DENVER, LLC**                |
| ** ** | **ENTERCOM GAINESVILLE LICENSE,  LLC**  |
| ** ** | **ENTERCOM GAINESVILLE, LLC**           |
| ** ** | **ENTERCOM GREENSBORO LICENSE,  LLC**   |
| ** ** | **ENTERCOM GREENSBORO, LLC**            |
| ** ** | **ENTERCOM GREENVILLE LICENSE,  LLC**   |
| ** ** | **ENTERCOM GREENVILLE, LLC**            |
| ** ** | **ENTERCOM INDIANAPOLIS LICENSE,  LLC** |
| ** ** | **ENTERCOM INDIANAPOLIS, LLC**          |
| ** ** | **ENTERCOM KANSAS CITY LICENSE,  LLC**  |
| ** ** | **ENTERCOM KANSAS CITY, LLC**           |
| ** ** | **ENTERCOM MADISON LICENSE, LLC**       |
| ** ** | **ENTERCOM MADISON, LLC**               |

 

[Signature Page toFirst Amendment to

Senior SecuredCredit Agreement]

 

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| ** ** | **ENTERCOM MEMPHIS LICENSE, LLC**        |
|------------|------------------------------------------|
| ** ** | **ENTERCOM MEMPHIS, LLC**                |
| ** ** | **ENTERCOM MILWAUKEE LICENSE, LLC**      |
| ** ** | **ENTERCOM MILWAUKEE, LLC**              |
| ** ** | **ENTERCOM NEW ORLEANS LICENSE,  LLC**   |
| ** ** | **ENTERCOM NEW ORLEANS, LLC**            |
| ** ** | **ENTERCOM NEW YORK, INC.**              |
| ** ** | **ENTERCOM NORFOLK LICENSE, LLC**        |
| ** ** | **ENTERCOM NORFOLK, LLC**                |
| ** ** | **ENTERCOM PORTLAND LICENSE, LLC**       |
| ** ** | **ENTERCOM PORTLAND, LLC**               |
| ** ** | **ENTERCOM PROPERTIES, LLC**             |
| ** ** | **ENTERCOM PROVIDENCE LICENSE,  LLC**    |
| ** ** | **ENTERCOM PROVIDENCE, LLC**             |
| ** ** | **ENTERCOM ROCHESTER LICENSE, LLC**      |
| ** ** | **ENTERCOM ROCHESTER, LLC**              |
| ** ** | **ENTERCOM SACRAMENTO LICENSE,  LLC**    |
| ** ** | **ENTERCOM SACRAMENTO, LLC**             |
| ** ** | **ENTERCOM SAN FRANCISCO LICENSE,  LLC** |
| ** ** | **ENTERCOM SAN FRANCISCO, LLC**          |
| ** ** | **ENTERCOM SEATTLE LICENSE, LLC**        |
| ** ** | **ENTERCOM SEATTLE, LLC**                |
| ** ** | **ENTERCOM SPRINGFIELD LICENSE,  LLC**   |
| ** ** | **ENTERCOM SPRINGFIELD, LLC**            |
| ** ** | **ENTERCOM WICHITA LICENSE, LLC**        |
| ** ** | **ENTERCOM WICHITA, LLC**                |
| ** ** | **ENTERCOM WILKES-BARRE SCRANTON,  LLC** |
| ** ** | ** **                               |
| ** ** | ** **                               |
| ** ** | By:                                      | ** ** |
| ** ** | Print Name:                              | ** ** |
|       | Print Title:                             |   |
|       |                                     |
|       |                                     |
|       | **ENTERCOM INCORPORATED**                |
| ** ** |                                     |
| ** ** |                                     |
| ** ** | By:                                      |   |
| ** ** | Print Name:                              | ** ** |
| ** ** | Print Title:                             |   |

 

[Signature Page toFirst Amendment to

Senior SecuredCredit Agreement]

 

2

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**Annex I**

 

**[See Attached]**

 

AnnexI to First Amendment to

SeniorSecured Credit Agreement

 

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**ANNEX ITO FIRST AMENDMENT**

 

 

 

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

 

**CREDITAGREEMENT**

 

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 PARIBASMIZUHO 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

 

 

 

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**TABLEOF CONTENTS**

 
| ** **                                                   | **Page**                                                 |
|--------------------------------------------------------------|----------------------------------------------------------|
|                                                         |                                                     |
| ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS            | 1                                                        |
| 1.01                                                         | Defined Terms                                            | 1 |
| 1.02                                                         | Other Interpretive Provisions                            | 36 |
| 1.03                                                         | Accounting Terms                                         | 37 |
| 1.04                                                         | Rounding                                                 | 37 |
| 1.05                                                         | Times of Day                                             | 37 |
| 1.06                                                         | Letter of Credit Amounts                                 | 37 |
|                                                         |                                                     |
| ARTICLE II.  THE  COMMITMENTS AND CREDIT EXTENSIONS     | 37                                                       |
| 2.01                                                         | Loans                                                    | 37 |
| 2.02                                                         | Borrowings, Conversions and Continuations of Loans       | 38 |
| 2.03                                                         | Letters of Credit                                        | 40 |
| 2.04                                                         | Prepayments                                              | 49 |
| 2.05                                                         | Termination or Reduction of Commitments                  | 54 |
| 2.06                                                         | Repayment of Obligations                                 | 55 |
| 2.07                                                         | Interest                                                 | 56 |
| 2.08                                                         | Fees                                                     | 57 |
| 2.09                                                         | Computation of Interest and Fees                         | 57 |
| 2.10                                                         | Evidence of Debt                                         | 57 |
| 2.11                                                         | Payments Generally; Administrative Agent’s Clawback | 58 |
| 2.12                                                         | Sharing of Payments by Lenders                           | 60 |
| 2.13                                                         | Collateral Documents and Guaranty Agreements             | 61 |
| 2.14                                                         | Cash Collateral and Other Credit Support                 | 61 |
| 2.15                                                         | Defaulting Lenders                                       | 61 |
|                                                         |                                                     |
| ARTICLE III.  TAXES,  YIELD PROTECTION AND ILLEGALITY   | 63                                                       |
| 3.01                                                         | Taxes                                                    | 63 |
| 3.02                                                         | Illegality                                               | 66 |
| 3.03                                                         | Inability to Determine Rates                             | 66 |
| 3.04                                                         | Increased Costs; Reserves on Eurodollar Rate Loans       | 66 |
| 3.05                                                         | Compensation for Losses                                  | 68 |
| 3.06                                                         | Mitigation Obligations; Replacement of Lenders           | 69 |
| 3.07                                                         | Survival                                                 | 69 |
|                                                         |                                                     |
| ARTICLE IV.   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | 69                                                       |
| 4.01                                                         | Conditions of Initial Credit Extension                   | 69 |
| 4.02                                                         | Conditions to all Credit Extensions                      | 72 |
|                                                         |                                                     |
| ARTICLE V.   REPRESENTATIONS AND WARRANTIES             | 73                                                       |
| 5.01                                                         | Existence, Qualification and Power; Compliance with Laws | 73 |
| 5.02                                                         | Authorization; No Contravention                          | 73 |
| 5.03                                                         | Governmental Authorization; Other Consents               | 73 |
| 5.04                                                         | Binding Effect                                           | 73 |

 

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| 5.05                                     | Financial Statements; No Material Adverse Effect    | 74  |
|------------------------------------------|-----------------------------------------------------|-----|
| 5.06                                     | Litigation                                          | 74  |
| 5.07                                     | No Default                                          | 75  |
| 5.08                                     | Ownership of Property; Liens                        | 75  |
| 5.09                                     | Environmental Compliance                            | 75  |
| 5.10                                     | Insurance                                           | 75  |
| 5.11                                     | Taxes                                               | 75  |
| 5.12                                     | ERISA Compliance                                    | 75  |
| 5.13                                     | Subsidiaries; Equity Interests                      | 76  |
| 5.14                                     | Margin Regulations; Investment Company Act          | 76  |
| 5.15                                     | Disclosure                                          | 76  |
| 5.16                                     | Compliance with Laws                                | 77  |
| 5.17                                     | License Subsidiaries                                | 77  |
| 5.18                                     | The Parent                                          | 77  |
| 5.19                                     | Solvent                                             | 78  |
| 5.20                                     | Collateral Documents                                | 78  |
|                                     |                                                |
| ARTICLE VI.   AFFIRMATIVE COVENANTS | 79                                                  |
| 6.01                                     | Financial Statements                                | 79  |
| 6.02                                     | Certificates; Other Information                     | 80  |
| 6.03                                     | Notices                                             | 82  |
| 6.04                                     | Payment of Certain Obligations                      | 82  |
| 6.05                                     | Preservation of Existence, Etc.                     | 83  |
| 6.06                                     | Maintenance of Properties                           | 83  |
| 6.07                                     | Maintenance of Insurance                            | 83  |
| 6.08                                     | Compliance with Laws                                | 83  |
| 6.09                                     | Books and Records                                   | 83  |
| 6.10                                     | Inspection Rights                                   | 83  |
| 6.11                                     | Use of Proceeds                                     | 84  |
| 6.12                                     | Additional Guarantors and Covenant to Give Security | 84  |
| 6.13                                     | FCC Consents                                        | 84  |
| 6.14                                     | Collateral                                          | 85  |
| 6.15                                     | Further Assurances                                  | 86  |
|                                     |                                                |
| ARTICLE VII.   NEGATIVE COVENANTS   | 86                                                  |
| 7.01                                     | Liens                                               | 86  |
| 7.02                                     | Investments                                         | 88  |
| 7.03                                     | Indebtedness                                        | 89  |
| 7.04                                     | Fundamental Changes                                 | 92  |
| 7.05                                     | Dispositions                                        | 93  |
| 7.06                                     | Restricted Payments                                 | 97  |
| 7.07                                     | Acquisitions                                        | 98  |
| 7.08                                     | Change in Nature of Business                        | 103 |
| 7.09                                     | Transactions with Affiliates                        | 103 |
| 7.10                                     | Negative Pledge Clauses                             | 103 |
| 7.11                                     | Use of Proceeds                                     | 104 |
| 7.12                                     | Amendment of Material Documents and Agreements      | 104 |

 

----

 
| 7.13                                                | Financial Covenants                                                      | 104 |
|-----------------------------------------------------|--------------------------------------------------------------------------|-----|
| 7.14                                                | License Subsidiaries                                                     | 104 |
| 7.15                                                | High Yield Indebtedness                                                  | 104 |
| 7.16                                                | Sale and Leaseback Transactions                                          | 105 |
| 7.17                                                | Unrestricted Subsidiaries                                                | 105 |
| 7.18                                                | Formation, Acquisition or Change in Status of Unrestricted  Subsidiaries | 107 |
| 7.19                                                | Prepayments, Etc. of Indebtedness                                        | 107 |
| 7.20                                                | Debt Repurchases                                                         | 107 |
| 7.21                                                | Limitation on Certain Actions                                            | 108 |
|                                                |                                                                     |
| ARTICLE VIII.  EVENTS  OF DEFAULT AND REMEDIES | 108                                                                      |
| 8.01                                                | Events of Default                                                        | 108 |
| 8.02                                                | Remedies Upon Event of Default                                           | 111 |
| 8.03                                                | Application of Funds                                                     | 112 |
|                                                |                                                                     |
| ARTICLE IX.   ADMINISTRATIVE AGENT             | 113                                                                      |
| 9.01                                                | Appointment and Authority                                                | 113 |
| 9.02                                                | Rights as a Lender                                                       | 113 |
| 9.03                                                | Exculpatory Provisions                                                   | 113 |
| 9.04                                                | Reliance by Agents                                                       | 114 |
| 9.05                                                | Delegation of Duties                                                     | 115 |
| 9.06                                                | Resignation of Administrative Agent                                      | 115 |
| 9.07                                                | Non-Reliance on Agents and Other Lenders                                 | 116 |
| 9.08                                                | No Other Duties, Etc.                                                    | 116 |
| 9.09                                                | Administrative Agent May File Proofs of Claim                       | 116 |
| 9.10                                                | Collateral and Guaranty Matters                                          | 117 |
| 9.11                                                | Secured Hedge Agreements                                                 | 118 |
|                                                |                                                                     |
| ARTICLE X.   MISCELLANEOUS                     | 118                                                                      |
| 10.01                                               | Amendments, Etc.                                                         | 118 |
| 10.02                                               | Notices; Effectiveness; Electronic Communication                         | 120 |
| 10.03                                               | No Waiver; Cumulative Remedies                                           | 122 |
| 10.04                                               | Expenses; Indemnity; Damage Waiver                                       | 122 |
| 10.05                                               | Payments Set Aside                                                       | 124 |
| 10.06                                               | Successors and Assigns                                                   | 124 |
| 10.07                                               | Treatment of Certain Information; Confidentiality                        | 129 |
| 10.08                                               | Right of Setoff                                                          | 130 |
| 10.09                                               | Interest Rate Limitation                                                 | 130 |
| 10.10                                               | Counterparts; Integration; Effectiveness                                 | 130 |
| 10.11                                               | Survival of Representations and Warranties                               | 130 |
| 10.12                                               | Severability                                                             | 131 |
| 10.13                                               | Replacement of Lenders                                                   | 131 |
| 10.14                                               | Governing Law; Jurisdiction; Etc.                                        | 132 |
| 10.15                                               | Waiver of Jury Trial                                                     | 133 |
| 10.16                                               | FCC Compliance                                                           | 133 |
| 10.17                                               | USA PATRIOT Act Notice                                                   | 134 |
| 10.18                                               | Time of the Essence                                                      | 134 |

 

----

 
| 10.19 | Designation as Senior Indebtedness                   | 134 |
|-------|------------------------------------------------------|-----|
| 10.20 | Commitment Letter                                    | 134 |
| 10.21 | No Advisory or Fiduciary Responsibility              | 134 |
| 10.22 | Restricted Periods; Unrestricted Periods and Actions | 135 |
| 10.23 | Construction; Covenants                              | 136 |
| 10.24 | ENTIRE AGREEMENT                                     | 136 |

 

----

 
| **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 |
| 7.03(a)       | Existing Indebtedness of  Entercom Properties, LLC on the First Amendment Effective Date |
| 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 |
| F             | Security Agreement |

 

----

 

**ENTERCOMRADIO, LLC**

 

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

 

**CREDITAGREEMENT**

 

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

 

The Borrower has requestedthat the Administrative Agent and the Lenders enter into a credit facility witha revolving credit facility and a term loan A facility, and the Lenders arewilling to do so on the terms and conditions set forth herein.

 

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

 

# **ARTICLE I.**DEFINITIONS AND ACCOUNTING TERMS

 

## 1.01         **Defined Terms.**  As used inthis Agreement, the following terms shall have the meanings set forth below:

##  

“Acquisition” means (whetherby purchase, exchange, issuance of stock or other equity or debt securities,merger, reorganization or any other method) (a) any consummatedacquisition by the Parent, the Borrower or any of their Restricted Subsidiariesof any other Person, which Person shall then become consolidated with theParent, the Borrower or any such Restricted Subsidiary in accordance with GAAP,or (b) any acquisition by the Parent, the Borrower or any of theirRestricted Subsidiaries of a station, other business unit or all or anysubstantial amount of the assets of any other Person.  For purposes of the preceding sentence, anamount of assets shall be deemed to be “substantial” if such assets have a fairmarket value in excess of $5,000,000; provided, however, that the purchase ofassets in the ordinary course of business shall not be deemed to be “Acquisitions”.  The terms “Acquire” “Acquired”and “Acquisition of” shall have correlative meanings.

 

1

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“AcquisitionBasket” means, as of any date of determination with respect to PermittedAcquisitions permitted to be consummated during Restricted Periods only, anamount equal to $50,000,000

 

**minus** the sum of

 

(a)           the aggregate amount of all cash consideration (or theequivalent thereof) paid by the Loan Parties for all Permitted Acquisitionsconsummated during all Restricted Periods made in accordance with the terms of Section 7.07(II) (butexcluding (i) Permitted Acquisitions to the extent made with EquityInterests of the Parent, (ii) except as provided in subclause (b) below,payments made in accordance with the terms of Section 7.07(II)(c) and(iii) for the avoidance of doubt, transaction costs), plus

 

(b)           the aggregate Dollar amount (using the Dollar equivalentthereof for all non-cash payments) of all Like Kind Exchange Excess ValuePayments made during all Restricted Periods (for the avoidance of doubt, EquityInterests of the Parent used in connection with a Like Kind Exchange will notbe deducted from the Acquisition Basket),

 

**plus**

 

(i)            any unused amounts of the Investment Basket on such dateof determination.

 

Forthe avoidance of doubt, (A) the Investment Basket will be decreased (used)by the amounts added to the Acquisition Basket pursuant to clause (i) aboveand (B) the calculation of the aggregate amount of consideration paid bythe Loan Parties for an Acquisition will be determined by netting the aggregateamount of all Dollars received by the Loan Parties from any Other Investor inconnection with such Other Investor’s participation in such Acquisition, butonly to the extent such Dollars (I) are received by the Loan Parties, (II) constituteall or a portion of the payment of such Other Investor’s consideration for suchAcquisition and its Equity Interest in such assets Acquired and (III) areeither (x) received by the Loan Parties substantially concurrently withthe making of such Acquisition by the Loan Parties or (y) werecontractually obligated to be paid by such Other Investor to the Loan Partiesat the time of consummation of such Acquisition (but such amounts may stillonly be netted at such time and to the extent such amounts are received inDollars by a Loan Party).

 

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

 

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

 

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.

 

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

 

2

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“Affiliate” means,with respect to any Person, another Person that directly, or indirectly throughone or more intermediaries, Controls or is Controlled by or is under commonControl with the Person specified.

 

“Agents” means theAdministrative Agent and the Syndication Agent.

 

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

 

“Agreement” meansthis Credit Agreement.

 

“Applicable Percentage”means with respect to any Lender at any time, (a) in respect ofTerm A Loans, the percentage (carried out to the ninth decimal place) ofthe aggregate amount of all Term A Loans by all Lenders represented by theprincipal amount of such Lender’s Term A Loans at such time and (b) inrespect of Committed Loans, the percentage (carried out to the ninth decimalplace) of the Aggregate Commitments represented by such Lender’s Commitment atsuch time.  If the commitment of eachLender to make Committed Loans and the obligation of the L/C Issuer to make L/CCredit Extensions have been terminated pursuant to Section 8.02 orif the Aggregate Commitments have expired, then the Applicable Percentage ofeach Lender shall be determined based on the Applicable Percentage of suchLender most recently in effect, giving effect to any subsequentassignments.  The initial ApplicablePercentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01or in the Assignment and Assumption pursuant to which such Lender becomes aparty hereto, as applicable.

 

“Applicable Rate”means, for Committed Loans, Term A Loans and the Commitment Fee, the followingpercentages per annum, based upon the Consolidated Leverage Ratio as set forthin the most recent Compliance Certificate received by the Administrative Agentpursuant 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 but £6.00:1      |       | 0.350              | %          | 1.125                                      | %          | 0.125         | %          |
| 7                  |       | >6.00:1 but £6.50:1      |       | 0.500              | %          | 2.000                                      | %          | 1.000         | %          |
| 8                  |       | >6.50:1                       |       | 0.500              | %          | 2.500                                      | %          | 1.500         | %          |

 

Anyincrease or decrease in the Applicable Rate resulting from a change in theConsolidated Leverage Ratio shall become effective as of the first Business Dayimmediately following the date a Compliance Certificate is delivered pursuantto Section 6.02(a); provided, however, that if aCompliance Certificate is not delivered when due in accordance with suchSection, then Pricing Level 8 set forth above shall apply as of the firstBusiness Day after the date on which

 

3

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suchCompliance Certificate was required to have been delivered, until the firstBusiness Day after such Compliance Certificate is delivered.

 

“Approved Fund” meansany Fund that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

 

“Arrangers” meansBanc of America****Securities LLC and J.P. MorganSecurities Inc., in their capacity as joint lead arrangers and joint bookmanagers.

 

“Asset Exchange Cash Receipt”has the meaning specified in Section 7.05(b)(v)(A)(III) or (B)(II),as applicable.

 

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

 

“AttributableIndebtedness” means, on any date, (a) in respect of any capital leaseor similar obligation of any Person, the capitalized amount thereof that wouldappear on a balance sheet of such Person prepared as of such date in accordancewith GAAP, and (b) in respect of any Synthetic Lease Obligation, thecapitalized amount of the remaining lease payments under the relevant leasethat would appear on a balance sheet of such Person prepared as of such date inaccordance with GAAP if such lease were accounted for as a capital lease.

 

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

 

“Auto-Extension Letter ofCredit” 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) theMaturity Date, (b) the date of termination of the Aggregate Commitmentspursuant to Section 2.05, and (c) the date of termination ofthe commitment of each Lender to make Committed Loans and of the obligation ofthe 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 afluctuating rate per annum equal to the highest of (a) the sum of 1/2 of1% plus the Federal Funds Rate for such day, (b) the Prime Rate for suchday and (c) the sum of (i) 1.00% plus (ii) the Eurodollar Rate(for an Interest Period of one month, determined in accordance withsubsection (b) of the definition of Eurodollar Rate).

 

“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.

 

4

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

 

“Borrowing” means aCommitted Borrowing or a Term Loan Borrowing, or both, as the context mayrequire.

 

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

 

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

 

“Business Day” meansany day other than a Saturday, Sunday or other day on which commercial banksare authorized to close under the Laws of, or are in fact closed in, the statewhere the Administrative Agent’s Office is located and, if such day relates toany Eurodollar Rate Loan, means any such day on which dealings in Dollardeposits are conducted by and between banks in the London interbank Eurodollarmarket.

 

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

 

“Cash Equivalents”means any of the following types of Investments, to the extent owned by anyLoan Party:

 

(a)           readily marketableobligations issued or directly and fully guaranteed or insured by the UnitedStates of America or any agency or instrumentality thereof having maturities ofnot more than 360 days from the date of acquisition thereof; provided that thefull faith and credit of the United States of America is pledged in support thereof;

 

(b)           time deposits with, orinsured certificates of deposit or bankers’ acceptances of, any commercial bankthat (i) (A) is a Lender or (B) is organized under the laws ofthe United States of America, any state thereof or the District of Columbia oris the principal banking subsidiary of a bank holding company organized underthe laws of the United States of America, any state thereof or the District ofColumbia, and is a member of the Federal Reserve System, (ii) issues (orthe parent of which issues) commercial paper rated as described in clause (c) ofthis definition and (iii) has combined capital and surplus of at least$1,000,000,000, in each case with maturities of not more than 90 days from thedate of acquisition thereof;

 

(c)           commercial paper issued byany Person organized under the laws of any state of the United States ofAmerica and rated at least “Prime 1” (or the then equivalent grade) by Moody’sor at least “A 1” (or the then equivalent grade) by S&P, in each case withmaturities of not more than 180 days from the date of acquisition thereof;

 

(d)           Investments, classified inaccordance with GAAP as current assets of the Loan Parties, in money marketinvestment programs and money market funds; and

 

(e)           repurchase agreements.

* *

“Change in Law” meansthe occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of anylaw, rule, regulation or treaty, (b) any change 

 

5

----

 

inany law, rule, regulation or treaty or in the administration, interpretation orapplication thereof by any Governmental Authority or (c) the making orissuance of any guideline or directive (whether or not having the force of law)by any Governmental Authority.

 

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

 

(a)           any “person” or “group” (assuch terms are used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, but excluding the Permitted Holders and any employeebenefit plan of such person or its subsidiaries, and any person or entityacting in its capacity as trustee, agent or other fiduciary or administrator ofany such plan) becomes the “beneficial owner” (as defined in Rules 13d-3and 13d-5 under the Securities Exchange Act of 1934, except that a person orgroup shall be deemed to have “beneficial ownership” of all securities thatsuch person or group has the right to acquire (such right, an “option right”),whether such right is exercisable immediately or only after the passage oftime), directly or indirectly, of 35% or more of the equity securities of theParent entitled to vote for members of the board of directors or equivalentgoverning body of the Parent on a fully-diluted basis (and taking into accountall such securities that such person or group has the right to acquire pursuantto any option right); or

 

(b)           a majority of the seats onthe board of directors or other governing body of the Parent or the Borrowershall be occupied by Persons who were not (i) nominated by the board ofdirectors or other governing body of the Parent (in the case of the Parent’sboard) or the Borrower (in the case of the Borrower’s board), (ii) appointedby directors so nominated or (iii) in the case of the Parent, nominated byPermitted Holders; or

 

(c)           except as permitted by theterms of this Agreement, the Parent shall cease to own 100% of the issued andoutstanding membership interests and other Equity Interests and securities ofthe 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 andoutstanding membership interests, capital stock, partnership interests or otherEquity Interests of each Restricted Subsidiary, free and clear of liens (otherthan those granted to secure the Obligations); or

 

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

 

“Chase” meansJPMorgan Chase Bank, N.A. and its successors.

 

6

----

 

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

 

“Code” means theInternal Revenue Code of 1986.

 

“Collateral” means (a) allof the “Collateral” referred to in the Security Agreements and all of the otherproperty that is or is intended under the terms of the Security Agreements tobe subject to Liens in favor of the Administrative Agent for the benefit of theSecured Parties, (b) all present and future Equity Interests of theBorrower, (c) all Equity Interests of all of the direct and indirectSubsidiaries of the Borrower and the Parent in existence on the Closing Dateand (d) all present and future Equity Interests owned by the Borrower, theParent and their direct and indirect Restricted Subsidiaries of all present andfuture direct and indirect Restricted Subsidiaries of the Parent and theBorrower, except in the case of each Subsidiary that is a “controlled foreigncorporation” under Section 957 of the Internal Revenue Code, orexclusively a holding company of a foreign controlled corporation (“SubjectSubsidiary”), “Collateral” shall be limited to a pledge of 66% of theEquity Interests of each Subject Subsidiary, to the extent the pledge of any greaterpercentage would result in an Adverse Tax Consequence to the Borrower and (e) allproceeds and products of the Collateral described in subsections (a), (b),(c) and (d) preceding; provided, however, in each case that “Collateral”shall not include the Excluded Collateral.

** **

“Collateral Documents”means the Security Agreement, each of the Security Agreement Supplements, eachof the Pledge Agreements, security agreements, pledge agreements or othersimilar agreements delivered to the Administrative Agent pursuant to Section 6.12,and each of the other agreements, instruments or documents that creates orpurports to create a Lien in favor of the Administrative Agent for the benefitof the Secured Parties.

 

“Commitment” means,as to each Lender, its obligation to (a) make Committed Loans to theBorrower pursuant to Section 2.01(a), and (b) purchaseparticipations in L/C Obligations, in an aggregate principal amount at any onetime outstanding not to exceed the amount set forth opposite such Lender’s nameon Schedule 2.01 or in the Assignment and Assumption pursuant towhich such Lender becomes a party hereto, as applicable, as such amount may beadjusted from time to time in accordance with this Agreement.

 

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

 

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

 

“Committed Loan Notice”means a notice of (a) a Committed Borrowing, (b) a conversion ofCommitted Loans from one Type to the other, or (c) a continuation ofCommitted 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.

 

7

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

 

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

 

“Consolidated Funded Indebtedness”  means, as of any date of determination, forthe Parent, the Borrower and their Restricted Subsidiaries on a consolidatedbasis (which shall specifically exclude Indebtedness of the UnrestrictedSubsidiaries, except indebtedness to the extent set forth in subclause (i) below),the sum of (without duplication) (a) the outstanding principal amount of allobligations, whether current or long-term, for borrowed money (includingObligations hereunder) and all obligations evidenced by bonds, debentures,notes, loan agreements or other similar instruments, (b) all purchase moneyIndebtedness, (c) all direct and indirect obligations arising under letters ofcredit (including standby and commercial), bankers’ acceptances, bankguaranties, surety bonds and similar instruments, (d) all obligations inrespect of the deferred purchase price of property or services (except tradeaccounts payable in the ordinary course of business not past due for more than180 days unless disputed in good faith), (e) Attributable Indebtedness inrespect of capital leases and similar obligations, and Synthetic LeaseObligations, (f) indebtedness (excluding prepaid interest thereon) secured by(or for which the holder of such debt has an existing right, contingent orotherwise, to be secured by) any Lien on property owned or acquired by theParent, the Borrower or any of their Restricted Subsidiaries, whether or notthe obligations secured thereby have been assumed by such Person or is limited inrecourse (provided that, if such Indebtedness is non-recourse, the amount ofsuch Indebtedness for purposes hereof shall be limited to the lesser of theprincipal amount of such Indebtedness and the fair market value of the propertyserving as collateral therefor), (g) at any time after the occurrence andduring the continuance of an Event of Default under any agreement of any LoanParty governing Swap Contracts, the aggregate amount payable by such Loan Partyunder such agreement, (h) all Guarantees with respect to outstandingIndebtedness of the types specified in subsections (a) through (g) above ofPersons other than the Parent, the Borrower or any Restricted Subsidiary, and (i)the aggregate amount of Indebtedness of Unrestricted Subsidiaries of the typesreferred to in subsections (a) through (h) above for which any Loan Party hasdirect liability.  The amount of anycapital lease, similar obligation or Synthetic Lease Obligation as of any dateshall be deemed to be the amount of Attributable Indebtedness in respectthereof as of such date.  Notwithstandinganything herein to the contrary, in no event will the EPLLC Deemed Debt beincluded in the calculation of Consolidated Funded Indebtedness.

 

For purposes of calculating ConsolidatedFunded Indebtedness with respect to any Acquisition or Disposition that occursduring any period of determination, and any related incurrence or repayment ofConsolidated Funded Indebtedness (including its effect on ConsolidatedOperating Cash Flow), (x) any Acquisition by the Borrower, the Parent ortheir Restricted Subsidiaries shall be deemed to have occurred on the first dayof such period, and (y) any Disposition (and any related incurrence orrepayment of Indebtedness) by the Borrower, the Parent or their RestrictedSubsidiaries which occurs during such period shall be deemed to have occurredon the first day of such period, providedthat, notwithstandingthe foregoing, the Borrower shall not be required to pro forma unrelatedDispositions of the Loan Parties generating gross proceeds less than (a) $5,000,000,so long as all such Dispositions by the Loan 

 

8

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Parties in the aggregateover the period commencing on the First Amendment Effective Date and ending onany date of determination do not exceed $15,000,000, or (b) $200,000 forany one Disposition or any series of related Dispositions.

 

“ConsolidatedInterest Charges” means, for any period, for the Parent, the Borrower andtheir Restricted Subsidiaries on a consolidated basis, the sum of (a) allcash interest (excluding interest with respect to EPLLC Deemed Debt), premiumpayments, debt discount, fees, charges (excluding fees and charges related tothe Loans) and related cash expenses of the Parent, the Borrower and theirRestricted Subsidiaries in connection with borrowed money (includingcapitalized interest) or in connection with the deferred purchase price ofassets, 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 theirRestricted Subsidiaries paid in cash during such period under capital leasesthat is treated as interest in accordance with generally accepted accountingprinciples, in the case of (a) and (b) preceding, net of (i) consolidatedinterest income of the Parent, the Borrower and their Restricted Subsidiariesfor such period and (ii) interest accrued on the Attributable Indebtednessand other obligations described in subsection (e) of the definitionof Consolidated Funded Indebtedness.

 

For purposes of calculatingConsolidated Interest Charges in any period (A) net cash payments made orreceived by the Parent, the Borrower and their Restricted Subsidiaries withrespect to Swap Contracts shall be included in the computation of grossinterest expense, and (B) with respect to any Acquisition or Dispositionthat occurs during any period of determination, and any related incurrence orrepayment of Consolidated Funded Indebtedness (including its effect onConsolidated Operating Cash Flow), (x) any Acquisition by the Borrower,the Parent or their Restricted Subsidiaries shall be deemed to have occurred onthe first day of such period, and (y) any Disposition (and any relatedincurrence or repayment of Indebtedness) by the Borrower, the Parent or theirRestricted Subsidiaries which occurs during such period shall be deemed to haveoccurred on the first day of such period, providedthat,notwithstanding the foregoing, the Borrower shall not be required to pro formaunrelated Dispositions of the Loan Parties generating gross proceeds less than (1) $5,000,000,so long as all such Dispositions by the Loan Parties in the aggregate over theperiod commencing on the First Amendment Effective Date and ending on any dateof determination do not exceed $15,000,000, or (2) $200,000 for any oneDisposition or any series of related Dispositions.  Notwithstanding the foregoing, clauses (a) and(b) above shall be calculated including Unrestricted Subsidiaries, but belimited to the amount of such items for which a Loan Party has directliability.

 

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

 

“Consolidated Leverage Ratio” means,as of any date of determination, the ratio of (a) Consolidated FundedIndebtedness as of such date to (b) Consolidated Operating Cash Flow forthe period of the four most recently completed fiscal quarters of theParent.  For purposes of calculating theConsolidated Leverage Ratio as of any date of determination, ConsolidatedFunded Indebtedness shall be reduced by the amount of cash on hand of theBorrower as of such date in excess of $3,000,000, provided that, in no eventshall Consolidated Funded Indebtedness be reduced by an amount greater than$7,000,000.

 

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

 

“Consolidated Operating Cash Flow”means, for any period of determination, for the Parent, the Borrower and theirRestricted Subsidiaries (which shall specifically exclude the UnrestrictedSubsidiaries, except OCF to the extent set forth in subclause (v) below):

 

(a)   Consolidated Net Income plusthe sum of:

 

(i)         to the extent deducted in determining ConsolidatedNet Income for such period, interest expense (excluding interest expense inconnection with EPLLC Deemed Debt), depreciation and amortization, plus

 

(ii)        to the extent deducted in determining ConsolidatedNet Income for such period, non-cash charges and other expenses (including,without limitation, impairment charges) which do not represent a cash expensein such period or any future period, plus

 

(iii)       to the extent deducted in determining ConsolidatedNet Income for such period, equity based compensation, if any, plus

 

(iv)       up to $2,000,000 in theaggregate for all Permitted Acquisitions consummated over the term of thisAgreement in connection with pro forma cost savings of the Borrower (the “AddBack”), but only to the extent that (i) such cost savings arereflected in good faith projections delivered to the Administrative Agent, (ii) theBorrower has commenced such necessary action to generate such annualized costsavings no later than 180 days after the consummation of the PermittedAcquisitions, and (iii) such Add Back is reduced each consecutive fiscalquarter of the Borrower after its initial use by up to $500,000 (or such lesseramount as equals one-fourth of the total Add Back) per quarter, plus

 

(v)        to the extent not already included in ConsolidatedNet Income, the Parent’s, the Borrower’s and any Restricted Subsidiary’s prorata share (based on equity ownership) of the OCF of any UnrestrictedSubsidiary or other Person that is not a Restricted Subsidiary, but not morethan the aggregate amount of cash Dollars actually distributed by such Personduring such period of determination to the Borrower or a Restricted Subsidiaryas a dividend or other distribution; provided that, notwithstanding theforegoing, in no event shall OCF included in the calculation of ConsolidatedOperating Cash Flow in accordance with the terms of this subclause (v) exceedan amount in excess of 10% of Consolidated Operating Cash Flow, plus

 

(vi)       to the extent deducted in determining ConsolidatedNet Income for such period and except to the extent capitalized, fees andexpenses incurred in connection with the First Amendment and paid in cash nolater than 90 days after the closing of the First Amendment, including fees andexpenses of advisors and legal counsel, and the costs incurred in connectionwith the requirements under the Loan Documents with respect to the Collateral,plus

 

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(vii)         to the extent deducted indetermining Consolidated Net Income for such period, loss from earlyextinguishment of debt as a result of the acceleration or amortization ofdeferred financing costs associated with the Loans and/or Senior SubordinatedNotes, plus

 

(viii)        to the extent deducted indetermining Consolidated Net Income for such period, transaction costs paid inDollars by the Loan Parties during such period and required by GAAP to beexpensed, in each case in connection with Permitted Acquisitions consummatedafter the First Amendment Effective Date, provided that all such transactioncosts for all Loan Parties that are added back under this clause (viii) shallnot exceed a cumulative maximum aggregate amount of $5,000,000 for the periodfrom the First Amendment Effective Date through any date of determination,

 

providedthat, notwithstanding the foregoing, (1) in no event shall ConsolidatedOperating Cash Flow include (x) any gain as a result of the purchase,forgiveness or other cancellation of Indebtedness made after December 31,2009 of the Parent, the Borrower or any Subsidiary for less than the face valueof such Indebtedness and (y) any add back for any bad debt expense, and (2) notwithstandinganything herein to the contrary, EPLLC shall be treated in all respects as aRestricted Subsidiary during all periods of determination for purposes ofcalculating Consolidated Operating Cash Flow;

 

(b)   EXCLUDING, to the extentincluded in Consolidated Net Income, the sum of:

 

(i)         extraordinary gains, including net gains on thesales of assets other than asset sales in the ordinary course of business,

 

(ii)        any items of extraordinary loss, including netlosses on the sale of assets other than asset sales in the ordinary course ofbusiness,

 

(iii)       any benefit or loss for Federal, state, local andforeign income taxes payable,

 

(iv)       any gain or loss as a result of any (non-cash) fairvalue measurement of any asset or liability, and

 

(v)        any gain or loss as a result of any mark-to-marketchanges in the fair value of any Swap Contract-related asset or liability;

 

(c)   MINUS

 

(i)         to the extent added back in the period ofdetermination pursuant to clause (a)(ii) above, cash payments made afterthe First Amendment Effective Date with respect to such non-cash charges.

 

For purposes of calculating ConsolidatedOperating Cash Flow with respect to any Acquisition or Disposition that occursduring any period of determination, and any related incurrence or repayment ofConsolidated Funded Indebtedness (including its effect on ConsolidatedOperating Cash Flow), (x) any Acquisition (and any related incurrence orrepayment of Indebtedness) by the Borrower, the Parent or their RestrictedSubsidiaries shall be deemed to have occurred on the first day of such period,and (y) any Disposition (and any related incurrence or repayment ofIndebtedness) by the Borrower, the Parent or their Restricted 

 

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Subsidiaries which occursduring such period shall be deemed to have occurred on the first day of suchperiod, providedthat, notwithstanding the foregoing, theBorrower shall not be required to pro forma unrelated Dispositions of the LoanParties generating gross proceeds less than (a) $5,000,000, so long as allsuch Dispositions by the Loan Parties in the aggregate over the periodcommencing on the First Amendment Effective Date and ending on any date ofdetermination do not exceed $15,000,000, or (b) $200,000 for any oneDisposition or any series of related Dispositions.

 

“Control” means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise, provided that, thedirectors, officers and employees of a Person shall not be deemed to controlsuch 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 CreditExtension.

 

“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 similardebtor relief Laws of the United States or other applicable jurisdictions fromtime to time in effect and affecting the rights of creditors generally.

 

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

 

“Default Rate” means (a) whenused with respect to Obligations other than Letter of Credit Fees, an interestrate equal to (i) the Base Rate plus (ii) the Applicable Rate, ifany, applicable to Base Rate Loans plus (iii) 2% per annum; provided,however, that with respect to a Eurodollar Rate Loan, the Default Rateshall be an interest rate equal to the interest rate (including any ApplicableRate) otherwise applicable to such Loan plus 2% per annum, and (b) whenused with respect to Letter of Credit Fees, a rate equal to the Applicable Rateplus 2% per annum.

 

“Defaulting Lender”means, subject to Section 2.15(b), any Lender that, as reasonablydetermined by the Administrative Agent, (a) has failed to perform any ofits funding obligations hereunder including in respect of its Loans orparticipations in respect of Letters of Credit within one Business Day of thedate required to be funded by it hereunder, (b) has otherwise failed topay over to the Administrative Agent or any other Lender any other amountrequired to be paid by it hereunder within one Business Day of the date whendue, unless the subject of a good faith dispute, (c) is the sole Lendergiving notice to the L/C Issuer under Section 2.03(b)(ii) or Section 2.03(b)(iii),(d) has notified the Borrower or the Administrative Agent that it does notintend to comply with any such funding obligations or has made a publicstatement to that effect with respect to its funding obligations hereunder orunder other agreements in which it commits to extend credit, (e) hasfailed, within three Business Days after request by the Administrative Agent,to confirm in a manner satisfactory to the Administrative Agent, that it willcomply with such funding obligations, or (f) has, or has a direct orindirect parent company that has, (i) 

 

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becomethe subject of a proceeding under any Debtor Relief Law, (ii) had areceiver, conservator, trustee, administrator, assignee for the benefit ofcreditors or similar Person charged with reorganization or liquidation of itsbusiness or a custodian appointed for it, or (iii) taken any action infurtherance of, or indicated its consent to, approval of or acquiescence in anysuch proceeding or appointment; provided that a Lender shall not be aDefaulting Lender solely by virtue of the ownership or acquisition of anyequity interest in such Lender or any direct or indirect parent company thereofby a Governmental Authority.

 

“Disposition” or “Dispose”means the sale, assignment, transfer in full, conveyance, or other disposition(including dispositions pursuant to Local Marketing Agreements, Joint SalesAgreements or Shared Services Agreements or pursuant to any sale and leasebacktransaction) of any property by the Parent, the Borrower or any of theirRestricted Subsidiaries, including any such disposition or other disposal, withor without recourse, of any notes or accounts receivable or any rights andclaims associated therewith, but excluding (i) assets disposed of in theordinary course of business of such Person and (ii) during the RestrictedPeriod only, assets with a fair market value (as reasonably determined by theBorrower) of less than $200,000 (whether singly or in a series of relatedtransactions).  For avoidance of doubt, adisposition pursuant to a Local Marketing Agreement, Joint Sales Agreement orShared Services Agreement is any such transaction where a majority of thematerial benefits and burdens of ownership are transferred in exchange for thepurchase price, or equivalent thereof, for such transferred assets.

 

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

 

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

 

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

 

“Eligible Assignee”means  (a) a Lender; (b) anAffiliate of a Lender or an Approved Fund approved by the Administrative Agentand 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) unlessan Event of Default has occurred and is continuing, the Borrower (each suchapproval not to be unreasonably withheld or delayed); provided thatnotwithstanding the foregoing, “Eligible Assignee” shall not include (x) theParent, the Borrower or any of the Parent’s or the Borrower’s Affiliates orSubsidiaries or (y) any direct and known competitor of the Parent, theBorrower 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 theprotection of the environment or the release of any Hazardous Materials intothe environment, including those related to hazardous substances or wastes, airemissions and discharges to waste or public systems.

 

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“Environmental Liability”means any liability, contingent or otherwise (including any liability fordamages, costs of environmental remediation, fines, penalties or indemnities),of the Parent, the Borrower, any other Loan Party or any of their respectiveSubsidiaries directly or indirectly resulting from or based upon (a) violationof any Environmental Law, (b) the generation, use, handling,transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposureto any Hazardous Materials, (d) the release or threatened release of anyHazardous Materials into the environment or (e) any contract, agreement orother consensual arrangement pursuant to which liability is assumed or imposedwith respect to any of the foregoing.

 

“EPLLC” means EntercomProperties, LLC, a Delaware limited liability company.

 

“EPLLC Deemed Debt”means that certain indebtedness of EPLLC, listed on Schedule 7.03(a),arising from the sale of certain tower assets, which sale did not qualify as a “sale”for accounting purposes because EPLLC’s ability to share in future profitsrelating to such tower assets is considered a continuing involvement underaccounting guidance.  As a result, EPLLCis required to deem such sale proceeds as “debt” and classify the transactionas financing.

 

“Equity Interests”means, with respect to any Person, all of the shares of capital stock ormembership or partnership interests of (or other ownership interests in) suchPerson, all of the warrants, options or other rights for the purchase or Acquisitionfrom such Person of shares of capital stock or membership or partnershipinterests of (or other ownership interests in) such Person, all of thesecurities convertible into or exchangeable for shares of capital stock of (orother ownership interests in) such Person or warrants, rights or options forthe purchase or Acquisition from such Person of such shares (or such otherinterests), and all of the other ownership interests in such Person (includingpartnership, member or trust interests therein), whether voting or nonvoting,and whether or not such shares, warrants, options, rights or other interestsare outstanding on any date of determination.

 

“ERISA” means theEmployee Retirement Income Security Act of 1974.

 

“ERISA Affiliate”means any trade or business (whether or not incorporated) under common controlwith 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 Codefor purposes of provisions relating to Section 412 of the Code).

 

“ERISA Event” means (a) aReportable Event with respect to a Pension Plan; (b) a withdrawal by theParent or the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063of ERISA during a plan year in which it was a substantial employer (as definedin Section 4001(a)(2) of ERISA) or a cessation of operations that istreated as such a withdrawal under Section 4062(e) of ERISA; (c) acomplete or partial withdrawal by the Parent or the Borrower or any ERISAAffiliate from a Multiemployer Plan or notification that a Multiemployer Planis 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 4041Aof ERISA, or the commencement of proceedings by the PBGC to terminate a PensionPlan or Multiemployer Plan; (e) an event or condition which constitutesgrounds under Section 4042 of ERISA for the 

 

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terminationof, or the appointment of a trustee to administer, any Pension Plan orMultiemployer Plan; or (f) the imposition of any liability under Title IVof ERISA, other than for PBGC premiums due but not delinquent under Section 4007of ERISA, upon the Parent, the Borrower or any ERISA Affiliate.

 

“EurodollarRate” means:

 

(a)           For any Interest Period withrespect to a Eurodollar Rate Loan, the rate per annum equal to (i) theBritish Bankers Association LIBOR Rate as published by Reuters (or othercommercially available source providing quotations of BBA LIBOR as designatedby the Administrative Agent from time to time) (“BBA LIBOR”), atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period, for Dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such InterestPeriod or (ii) if such published rate is not available at such time forany reason, the rate determined by the Administrative Agent to be the rate atwhich deposits in Dollars for delivery on the first day of such Interest Periodin same day funds in the approximate amount of the Eurodollar Loan being made,continued or converted by the Administrative Agent and with a term equivalentto such Interest Period would be offered by the Administrative Agent’s LondonBranch to major banks in the London interbank Eurodollar market at theirrequest at approximately 11:00 a.m. (London time) two Business Days priorto the commencement of such Interest Period.

 

(b)           For any interest ratecalculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBALIBOR, at approximately 11:00 a.m., London time on the date ofdetermination (provided that if such day is not a London Business Day, the nextpreceding London Business Day) for Dollar deposits being delivered in theLondon interbank market for a term of one month commencing that day or (ii) ifsuch published rate is not available at such time for any reason, the ratedetermined by the Administrative Agent to be the rate at which deposits inDollars for delivery on the date of determination in same day funds in theapproximate amount of the Base Rate Loan being made, continued or converted bythe Administrative Agent and with a term equal to one month would be offered bythe Administrative Agent’s London Branch to major banks in the London interbankEurodollar market at their request at the date and time of determination.

 

“Eurodollar Rate Loan”means a Loan that bears interest at a rate based on subsection (a) ofthe definition of Eurodollar Rate.

 

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

 

“Excluded Accounts”means with respect to accounts of the Loan Parties, (a) deposit accountsheld subject to a legally binding order of a court of competent jurisdiction, (b) accountsheld in a fiduciary capacity established in connection with (an) employeebenefit plan(s), (c) escrow accounts established in connection withPermitted Acquisitions or Investments and (d) any account held for thebenefit of a Loan Party by a qualified intermediary in connection with a LikeKind Exchange so long as (and only for so long as) such Like Kind Exchange ispermitted hereunder.

 

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“Excluded Collateral”means any (i) Equity Interests owned by the Parent, the Borrower or any oftheir Subsidiaries in the Unrestricted Subsidiaries and****(ii) realproperty**.**

** **

“Excluded Taxes”means, with respect to the Administrative Agent, any Lender, the L/C Issuer orany other recipient of any payment to be made by or on account of anyobligation of the Borrower hereunder, (a) taxes imposed on or measured byits overall net income (however denominated), and franchise taxes imposed on it(in lieu of net income taxes), by any jurisdiction (or any politicalsubdivision thereof) under the laws of which such recipient is organized, isresident or is doing business, (b) any branch profits taxes imposed by theUnited States or any similar tax imposed by any other jurisdiction in which theBorrower is located and (c) in the case of a Foreign Lender (other than anassignee pursuant to a request by the Borrower under Section 10.13),any withholding tax that is imposed on amounts payable to such Foreign Lenderat the time such Foreign Lender becomes a party hereto (or designates a newLending Office) or is attributable to such Foreign Lender’s failure orinability (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) wasentitled, at the time of designation of a new Lending Office (or assignment),to receive additional amounts from the Borrower with respect to suchwithholding tax pursuant to Section 3.01(a).

 

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

 

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

 

“Extended ReinvestmentPeriod” has the meaning specified in Section 2.04(b)(ii)(B).

 

“Extraordinary Receipts”means any cash received by or paid to or for the account of any Person in anamount of $200,000 or more for any single receipt or series of related receipts(but excluding cash paid for the account of a Person to the extent (a) theright to receive such cash is solely attributable to a corresponding obligationthat is being paid with such cash received and (b) such obligation is paidwith such cash) not in the ordinary course of business (net of (i) anytaxes paid or payable as a result of the receipt of such cash (or reasonablyand in good faith reserved for the payment of any such taxes after taking intoaccount all available credits and deductions) and (ii) reasonableout-of-pocket transaction costs incurred in connection with obtaining such cashand the right to such cash), including tax refunds, pension plan reversions,proceeds of insurance (other than proceeds of business interruption insuranceto the extent such proceeds constitute compensation for lost earnings),condemnation awards (and payments in lieu thereof), indemnity payments and anypurchase price adjustments, provided, however, that ExtraordinaryReceipts shall not include cash receipts received from proceeds of insurance,indemnity payments or payments in respect of judgments or settlements ofclaims, litigation or proceedings to the extent that such proceeds, awards orpayments are received by such Person in respect of a related claim made by anunrelated third-party against, or loss by, such Person and are promptly appliedto pay (or to reimburse such Person for its prior payment of) such claim orloss (and the costs and expenses of such Person with respect thereto).

 

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

 

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

 

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of therates on overnight Federal funds transactions with members of the FederalReserve System arranged by Federal funds brokers on such day, as published bythe Federal Reserve Bank of New York on the Business Day next succeeding suchday; provided that (a) if such day is not a Business Day, the FederalFunds Rate for such day shall be such rate on such transactions on the next precedingBusiness Day as so published on the next succeeding Business Day, and (b) ifno such rate is so published on such next succeeding Business Day, the FederalFunds Rate for such day shall be the average rate (rounded upward, ifnecessary, to a whole multiple of 1/100 of 1%) charged to the AdministrativeAgent on such day on such transactions as determined by the AdministrativeAgent.

 

“Fee Letters” means (i) theletter agreement, dated June 11, 2007 among the Borrower, Bank of Americaand 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” meansan action or order issued by the FCC (a) which has not been reversed,stayed, enjoined, set aside, annulled or suspended, and (b) with respectto which (i) no requests or petitions have been filed for administrativeor judicial review, reconsideration, rehearing, appeal or stay, and the timefor filing any such requests or petitions and for the FCC to set aside theaction on its own motion has expired, (ii) in the event of review,reconsideration or appeal, the time for further review, reconsideration orappeal has expired, and (iii) no appeal to a court or request for stay bya court of such action is pending or in effect, and, if any deadline for filingany such appeal or request is designated by statute or rule, it has passed.

 

“First Amendment”means that certain First Amendment to the Credit Agreement, dated as of March [    ],2010, among the Borrower, the Parent, the Lenders and Administrative Agent.

 

“First AmendmentEffective Date” means March [    ], 2010.

 

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

 

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

 

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“Fronting Exposure”means, at any time there is a Defaulting Lender, with respect to the L/CIssuer, that Defaulting Lender’s Applicable Percentage of the outstanding L/CObligations other than L/C Obligations as to which (i) the DefaultingLender’s participation obligation has been reallocated pursuant to Section 2.15(a)(iv),or (ii) Cash Collateral or other credit support acceptable to the L/CIssuer has been provided in accordance with Section 2.14.

 

“Fund” means anyPerson (other than a natural person) that is (or will be) engaged in making,purchasing, holding or otherwise investing in commercial loans and similarextensions of credit in the ordinary course of its business.

 

“GAAP” meansgenerally accepted accounting principles in the United States set forth in theopinions and pronouncements of the Accounting Principles Board and the AmericanInstitute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board or such other principles as may beapproved by a significant segment of the accounting profession in the UnitedStates, that are applicable to the circumstances as of the date ofdetermination, consistently applied.

 

“Governmental Authority”means the government of the United States or any other nation, or of anypolitical subdivision thereof, whether state or local, and any agency,authority, instrumentality, regulatory body, court, central bank or othergovernmental 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 EuropeanCentral Bank).

 

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

 

“Guarantee” means, asto any Person, any (a) any obligation, contingent or otherwise, of suchPerson guaranteeing or having the economic effect of guaranteeing anyIndebtedness or other obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including anyobligation of such Person, direct or indirect, (i) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness orother obligation, (ii) to purchase or lease property, securities orservices for the purpose of assuring the obligee in respect of such Indebtednessor other obligation of the payment or performance of such Indebtedness or otherobligation, (iii) to maintain working capital, equity capital or any otherfinancial statement condition or liquidity or level of income or cash flow ofthe primary obligor so as to enable the primary obligor to pay suchIndebtedness or other obligation, or (iv) entered into for the purpose ofassuring in any other manner the obligee in respect of such Indebtedness orother obligation of the payment or performance thereof or to protect suchobligee against loss in respect thereof (in whole or in part), or (b) anyLien on any assets of such Person securing any Indebtedness or other obligationof any other Person, whether or not such Indebtedness or other obligation is assumedby such Person (or any right, contingent or otherwise, of any holder of suchIndebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to thestated or determinable amount of the related primary obligation, or portionthereof, for which such Person is liable under such Guarantee or, if not statedor determinable, the maximum reasonably anticipated liability in respectthereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has acorresponding meaning.

 

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“Guarantors” means,collectively, the Parent and each existing and future direct and indirectDomestic Subsidiary and, to the extent no Adverse Tax Consequence would result,foreign Subsidiary of the Parent and the Borrower, except (i) any DomesticSubsidiary of the Borrower that exclusively holds all the Equity Interests ofone or more foreign Subsidiaries and the Guaranty of which would cause AdverseTax Consequence to the Borrower and (ii) Unrestricted Subsidiaries.

 

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

 

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

 

“Hedge Bank” meansany Person that, at the time it enters into a Swap Contract permitted under Article VIor VII, is a Lender or an Affiliate of a Lender, in its capacity as aparty to such Swap Contract.

 

“Identified Assets”means those certain digital and related assets (other than cash and CashEquivalents) with an aggregate book value of less than $1,000,000 substantiallyas disclosed to the Administrative Agent on or prior to the First AmendmentEffective Date.

 

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

 

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

 

(b)     all direct or contingentobligations of such Person arising under letters of credit (including standbyand commercial), bankers’ acceptances, bank guaranties, surety bonds andsimilar instruments;

 

(c)      net obligations of suchPerson under any Swap Contract;

 

(d)     all obligations of suchPerson to pay the deferred purchase price of property or services (other thantrade accounts payable in the ordinary course of business and deferredcompensation);

 

(e)      indebtedness (excludingprepaid interest thereon) secured by (or for which the holder of such debt hasan existing right, contingent or otherwise, to be secured by) any Lien onproperty owned or acquired by the Parent, the Borrower or any of theirRestricted Subsidiaries, whether or not the obligations secured thereby havebeen assumed by such Person or is limited in recourse (provided that, if suchIndebtedness is non-recourse, the amount of such Indebtedness for purposeshereof shall be limited to the lesser of the principal amount of suchIndebtedness and the fair market value of the property serving as collateraltherefor);

 

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(f)      capital leases and similarobligations, and Synthetic Lease Obligations; and

 

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

 

For all purposes hereof, theIndebtedness of any Person shall include the Indebtedness of any partnership orjoint venture (other than a joint venture that is itself a corporation orlimited liability company) in which such Person is a general partner or a jointventurer to the extent a Loan Party is liable therefor.  The amount of any net obligation under anySwap Contract on any date shall be deemed to be the Swap Termination Valuethereof as of such date.  The amount ofany capital lease or similar obligation or Synthetic Lease Obligation as of anydate shall be deemed to be the amount of Attributable Indebtedness in respectthereof as of such date.

 

“Indemnified Taxes”means Taxes other than Excluded Taxes.

 

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

 

“Indenture” means,with respect to the Senior Subordinated Notes, that certain Indenture, dated asof March 5, 2002, among the Borrower, Entercom Capital, Inc. aDelaware corporation, the Parent, the subsidiary guarantors listed therein andHSBC Bank USA, as Trustee, together with that certain First SupplementalIndenture, dated as of March 5, 2002, among the Borrower, Entercom Capital, Inc.a Delaware corporation, the Parent, the subsidiary guarantors listed thereinand HSBC Bank USA, as Trustee.

 

“Interest Payment Date”means, (a) as to any Loan other than a Base Rate Loan, the last day ofeach Interest Period applicable to such Loan and the Maturity Date; provided,however, that if any Interest Period for a Eurodollar Rate Loan exceedsthree months, the respective dates that fall every three months after thebeginning of such Interest Period shall also be Interest Payment Dates; and (b) asto any Base Rate Loan, the last Business Day of each March, June, September andDecember and the Maturity Date.

 

“Interest Period”means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a EurodollarRate 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 bythe Borrower in its Committed Loan Notice or Term Loan Notice; providedthat:

 

(a)      any Interest Period thatwould otherwise end on a day that is not a Business Day shall be extended tothe next succeeding Business Day unless such Business Day falls in anothercalendar month, in which case such Interest Period shall end on the nextpreceding Business Day;

 

(b)     any Interest Period thatbegins on the last Business Day of a calendar month (or on a day for whichthere is no numerically corresponding day in the calendar month at the end ofsuch Interest Period) shall end on the last Business Day of the calendar monthat the end of such Interest Period; and

 

(c)      no Interest Period shallextend beyond the Maturity Date.

 

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“Investment” means,as to any Person, any direct or indirect investment by such Person, whether bymeans of (a) the purchase or other acquisition of capital stock or othersecurities of another Person, (b) a loan, advance or capital contributionto, Guarantee or assumption of debt of, or purchase or other acquisition of anyother debt or equity participation or interest in, another Person, includingany partnership or joint venture interest in such other Person and anyarrangement pursuant to which the investor Guaranties Indebtedness of suchother Person, or (c) the purchase or other acquisition (in one transactionor a series of transactions) of assets of another Person that constitute abusiness unit, provided that, notwithstanding any provision of thisAgreement to the contrary, (i) any Acquisition that is a PermittedAcquisition is specifically excluded from this definition of “Investment” and (ii) anyAcquisition of any Equity Interests of (A) an Unrestricted Subsidiary(which does not become a Loan Party immediately upon giving effect to suchtransaction), or (B) any joint venture, partnership or any other Personthat is not a Loan Party (immediately upon giving effect to such transaction),in each case will be specifically included in this definition of “Investment”.  For purposes of covenant compliance, theamount of any Investment shall be the amount actually invested, withoutadjustment for subsequent increases or decreases in the value of suchInvestment.

 

“InvestmentBasket” means on any date of determination, $25,000,000

 

**minus****thesum of**

 

(a)           the aggregate amountsexpended or invested by the Borrower, the Parent and the RestrictedSubsidiaries during all of the Restricted Periods constituting Investments madeduring Restricted Periods in accordance with Section 7.02(g) (including,without limitation, Investments in Unrestricted Subsidiaries, minorityinterests, joint ventures and otherwise, but excluding (i) for theavoidance of doubt, transaction costs and (ii) up to $15,000,000 in actualvalue of Identified Assets that have been used to make an initial Investment(which such value shall be determined based on the consideration contributed bythe Other Investor in connection with such Other Investor’s initial EquityInterests in such Investment) plus

 

(b)           amounts added to theAcquisition Basket pursuant to clause (i) of the definition of AcquisitionBasket.

 

Subjectto the following:

 

(i) Investmentsconstituting Acquisitions of Unrestricted Subsidiaries, and all otherAcquisitions that are not Permitted Acquisitions, shall in each case beincluded in the amounts deducted from the available Investment Basket (countedas usage of the Investment Basket) to the extent made during the RestrictedPeriods,

 

(ii) the calculation ofthe aggregate amount of consideration paid by the Loan Parties for anInvestment will be determined by netting the aggregate amount of all Dollarsreceived by the Loan Parties from any Other Investor in connection with suchOther Investor’s participation in such Investment, but only to the extent suchDollars (A) are received by the Loan Parties, (B) constitute all or aportion of the payment of such Other Investor’s consideration for suchInvestment and its Equity Interest in such Investment, (C) are either (I) receivedby the Loan Parties substantially concurrently with the making of suchInvestment by the Loan Parties or (II) 

 

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werecontractually obligated to be paid by such Other Investor to the Loan Partiesat the time of consummation of such Investment (but such amounts may still onlybe netted at such time and to the extent such amounts are received in Dollarsby a Loan Party), and (D) are distributed in cash to a Loan Party andtreated as proceeds of a permitted Disposition (in connection with which, allNet Cash Proceeds must be used to prepay the Loans in accordance with Section 2.04(b)(ii)(A) inthe same manner as if such Net Cash Proceeds had been received upon theconsummation of a Disposition (except such Net Cash Proceeds will not beeligible for any reinvestment)),

 

(iii) notwithstandinganything herein to the contrary, the Investment Basket may never be increasedor replenished, and

 

(iv) notwithstandinganything herein to the contrary, in an Investment with the Identified Assets (A) allcash consideration for such Other Investor’s Equity Interest that is not usedto prepay the Loans shall be subtracted from the Investment Basket; and (B) thevalue of Identified Assets shall exclude the value of any non-cashconsideration for such Other Investor’s Equity Interest (to the extent thatsuch non-cash consideration is not acquired in anticipation of suchInvestment).

 

“IRS” means theUnited States Internal Revenue Service.

 

“ISP” means, withrespect to any Letter of Credit, the “International Standby Practices 1998”published by the Institute of International Banking Law & Practice (orsuch 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, andany other document, agreement and instrument entered into by the L/C Issuer andthe Borrower (or any Subsidiary) in favor of the L/C Issuer and relating to anysuch Letter of Credit.

 

“Joint Sales Agreement”means an agreement for the sale of commercial or advertising time or anysimilar arrangement pursuant to which a Person obtains the right to (i) sellat least a majority of the time for commercial spot announcements, and/orresell to advertisers such time on, (ii) provide the sales staff for thesale of the advertising time or the collection of accounts receivable withrespect to commercial advertisements broadcast on, (iii) set the rates foradvertising on and/or (iv) provide the advertising material for broadcaston, a radio broadcast station the FCC License of which is held by a Personother 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 judicialprecedents or authorities, including the interpretation or administrationthereof by any Governmental Authority charged with the enforcement,interpretation or administration thereof, and all applicable administrativeorders, directed duties, licenses, authorizations and permits of, andagreements with, any Governmental Authority, in each case whether or not havingthe force of law, including, when used with respect to the Parent, the Borrowerand 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 anyL/C Borrowing in accordance with its Applicable Percentage.

 

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“L/C Borrowing” meansan extension of credit resulting from a drawing under any Letter of Creditwhich has not been reimbursed on the date when made or refinanced as aCommitted Borrowing.

 

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

 

“L/C Issuer” meansBank of America, in its capacity as issuer of Letters of Credit hereunder, orany successor issuer of Letters of Credit hereunder, provided that, withrespect to the Existing Letters of Credit only (and only so long as there areany remaining undrawn Existing Letters of Credit), “L/C Issuer” shall alsoinclude KeyBank National Association, but KeyBank National Association shallnot have right or obligation to issue any new Letters of Credit, and shall notrenew, amend, modify or otherwise alter, extend or increase any of the ExistingLetters of Credit.

 

“L/C Obligations”means, as at any date of determination, the aggregate amount available to bedrawn under all outstanding Letters of Credit plus the aggregate of allUnreimbursed Amounts, including (without duplication) all L/C Borrowings.  For purposes of computing the amountavailable to be drawn under any Letter of Credit, the amount of such Letter ofCredit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on anydate of determination a Letter of Credit has expired by its terms but anyamount may still be drawn thereunder by reason of the operation of Rule 3.14of the ISP, such Letter of Credit shall be deemed to be “outstanding” in theamount so remaining available to be drawn.

 

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

 

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

 

“Letter of Credit”means any standby letter of credit issued hereunder and shall include theExisting Letters of Credit.

 

“Letter of CreditApplication” means an application and agreement for the issuance oramendment of a Letter of Credit in the form from time to time in use by the L/CIssuer.

 

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

 

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

 

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

 

“License” means anyauthorization, permit, consent, franchise, ordinance, registration, certificate,license, agreement or other right filed with, granted by, or entered into by afederal, state or local Governmental Authority which permits or authorizes theacquisition, construction

 

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oroperation of a radio broadcasting station, or any part of a radio broadcastingstation or which is required for the acquisition, ownership or operation of anyStation.

 

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

 

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

 

“Lien” means anymortgage, pledge, hypothecation, encumbrance, lien (statutory or other) orother security interest or preferential arrangement in the nature of a securityinterest of any kind or nature whatsoever (including any conditional sale orother title retention agreement, any easement, right of way or otherencumbrance on title to real property, and any financing lease havingsubstantially the same economic effect as any of the foregoing).

 

“Like Kind Exchange”means an exchange of like-kind property qualifying under Section 1031 ofthe Code.

 

“Like Kind ExchangeExcess Value Payment” has the meaning specified in Section 7.05(b)(v)(A)(III) or(B)(II), or Section 7.07(II)(c)(A)(III), as applicable.

 

“Limited ReinvestmentPeriod” has the meaning specified in Section 2.04(b)(ii)(A)(II).

 

“Loan” means anextension of credit by a Lender to the Borrower under Article II inthe form of a Committed Loan or Term Loan.

 

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

 

“Loan Notice” means aCommitted Loan Notice or a Term Loan Notice, or both, as applicable in thecontext used.

 

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

 

“Local MarketingAgreement” means a local marketing arrangement, time brokerage agreement,management agreement or similar arrangement pursuant to which a Person, subjectto customary preemption rights and other limitations, obtains the right toexhibit programming and sell all advertising time during more than fiftypercent (50%) of the air time of a radio broadcast station licensed to anotherPerson.

 

“Material Adverse Effect”means (a) a material adverse change in, or a material adverse effect upon,the business, assets, properties, liabilities, operations or financialcondition of either (i) the Parent, the Borrower and their Subsidiariestaken as a whole or (ii) the Parent, the Borrower and the RestrictedSubsidiaries taken as a whole; (b) a material adverse effect upon theability of the Borrower to perform its material obligations under thisAgreement; (c) a material adverse effect upon the legality, validity,binding effect or enforceability against the Borrower of 

 

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thisAgreement or (d) a material adverse effect upon (i) the ability ofthe Loan Parties taken as a whole to perform their material obligations underthe Loan Documents or (ii) the legality, validity, binding effect orenforceability against the Loan Parties taken as a whole of the Loan Documents.

 

“Material ContractualObligation” 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) towhich such Person is a party or by which it or any of its property is bound, ineach case set forth above, the termination or adverse modification of whichcould reasonably be expected to have a Material Adverse Effect.

 

“Material OperatingAgreement” means any programming agreement, time brokerage, Local MarketingAgreement or similar agreement, franchise agreement, lease or other agreementrelating to the operation of a Station by the Parent, the Borrower or any oftheir Subsidiaries, in each case set forth above, the termination or adversemodification of which could reasonably be expected to have a Material AdverseEffect.

 

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

 

“Maturity Date” meansJune 30, 2012, or such earlier date as the Obligations become due andpayable 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) ofERISA, to which the Parent, the Borrower or any ERISA Affiliate makes or isobligated to make contributions, or during the preceding five plan years, has madeor been obligated to make contributions.

 

“Net Cash Proceeds”means, in connection with any Disposition, the cash proceeds (including anycash payments received by way of deferred payment pursuant to a promissorynote, receivable or otherwise, but only as and when received in cash) of suchDisposition net of (i) reasonable transaction costs (including anyunderwriting, 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) paid orestimated in good faith to be paid to any Person not an Affiliate of a LoanParty, (ii) required payments on Indebtedness permitted to exist hereunderrelated to assets sold in such Disposition (other than payments due withrespect to the Obligations), (iii) taxes estimated to be paid as a resultof such Disposition, and (iv) with respect to any Subsidiary that is anUnrestricted Subsidiary, the portion of the gross proceeds of such Dispositionpayable to the minority 

 

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holder(s) ofthe Equity Interests in such Unrestricted Subsidiary in accordance with theapplicable percentage ownership of such Equity Interests.

 

“Net Debt Proceeds”means, in connection with any incurrence or issuance of any Indebtedness by anyLoan Party, the cash proceeds received in connection with such incurrence orissuance, as and when received, net of all reasonable transaction costs(including any underwriting, investment banking and reasonable legal, advisoryand other fees and expenses associated therewith actually incurred andsatisfactorily documented) paid or estimated in good faith to be paid to anyPerson not an Affiliate of a Loan Party.

 

“Net Investments”means, on any date of determination, the difference between (a) theaggregate amount of all amounts expended by the Loan Parties (or the fairmarket value of assets other than Dollars but excluding Equity Interests of theParent) from the First Amendment Effective Date through such date constitutingInvestments, loans or advances, in or to, an Unrestricted Subsidiary(determined at the time such Investment, loan or advance was made in or to suchSubsidiary and irrespective of whether such Subsidiary is an UnrestrictedSubsidiary on the date of determination, but not including transaction costs),minus (b) the aggregate amount of cash from Unrestricted Subsidiaries, butonly to the extent such cash is (i) received after the First AmendmentEffective Date by any Loan Party as a dividend in Dollars and (ii) suchcash received is used in full substantially concurrently upon receipt to repayamounts outstanding under the Term Loans. Net Investments shall be certified to the Lenders in the Compliance Certificatedelivered in accordance with Section 6.02(a).  For the avoidance of doubt, notwithstandingthe foregoing or any other provision in this Agreement or in any other LoanDocument to the contrary, designating and converting an Unrestricted Subsidiaryto a Restricted Subsidiary will not replenish or otherwise have an effect onthe calculation of Net Investments.

 

“Net Issuance Proceeds”means, in connection with any sale or issuance of Equity Interests of, or anycapital contribution to, any Loan Party from a source other than a Loan Party,the cash proceeds received by a Loan Party in connection with such sale orissuance or such capital contribution, as and when received net of allreasonable transaction costs (including any underwriting, investment bankingand reasonable legal, advisory and other fees and expenses associated therewithactually incurred and satisfactorily documented) paid or estimated in goodfaith to be paid to any Person not an Affiliate of a Loan Party.

 

“New Collateral”means all assets and properties, including Equity Interests, that are subjectto the Liens of the Administrative Agent on behalf of the Secured Parties tosecure the Obligations, pursuant to documentation substantially similar to theCollateral Documents or otherwise acceptable to the Borrower and theAdministrative Agent.

 

“New Subordinated HighYield Indebtedness” has the meaning specified in Section 7.03(h).

 

“Non-Perfected Collateral”means (a) intercompany promissory notes, (b) any other promissorynotes or Equity Interests of Persons that are not Restricted Subsidiaries tothe extent they aggregate in value less than $5,000,000 and (c) otherCollateral (except Equity Interests in Restricted Subsidiaries, promissorynotes and securities) for which perfection of the security interest in suchCollateral cannot be obtained by filing a UCC-1 financing statement, including,

 

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withoutlimitation, vehicles, rolling stock, and intellectual property.  For the avoidance of doubt, (i) promissorynotes (other than intercompany promissory notes) and securities to the extentthey aggregate in value $5,000,000 or more, and (ii) Equity Interests inRestricted Subsidiaries, shall not be deemed to be “Non-Perfected Collateral”.

 

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

 

“Obligations” meansall advances to, and debts, liabilities, obligations, covenants and duties of,any Loan Party arising under any Loan Document with respect to any Loan orLetter of Credit, or with respect to a Secured Hedge Agreement, in each casewhether direct or indirect (including those acquired by assumption), absoluteor contingent, due or to become due, now existing or hereafter arising andincluding interest and fees with respect to any of the foregoing that accrueafter the commencement by or against any Loan Party or any Affiliate thereof ofany proceeding under any Debtor Relief Laws naming such Person as the debtor insuch proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding.

 

“OCF” means for anyperiod of determination, for each Unrestricted Subsidiary and any other Personother than a Loan Party in which a Loan Party owns Equity Interests:

 

(a)           Consolidated net income of such Person (determinedin accordance with the definition of Consolidated Net Income but for suchPerson and not for the Parent, the Borrower and the Restricted Subsidiaries),plus the sum of (in each case for such Person):

 

(i)         to the extent deducted in determining ConsolidatedNet Income for such period, interest expense, depreciation and amortization,plus

 

(ii)        to the extent deducted in determining ConsolidatedNet Income for such period, non-cash charges and other expenses (including,without limitation, impairment charges) which do not represent a cash expensein such period or any future period, plus

 

(iii)       to the extent deducted in determining ConsolidatedNet Income for such period, equity based compensation, if any;

 

providedthat, notwithstanding the foregoing, in no event shall OCF (1) include anygain as a result of the purchase, forgiveness or other cancellation of anyIndebtedness of such Person or any of its subsidiaries for less than the facevalue of such Indebtedness, and (2) include any add back for any bad debtexpense;

 

(b)           EXCLUDING, to the extentincluded in such Person’s consolidated net income, the sum of:

 

(i)         extraordinary gains, including net gains on thesales of assets other than asset sales in the ordinary course of business,

 

(ii)        any items of extraordinary loss, including netlosses on the sale of assets other than asset sales in the ordinary course ofbusiness,

 

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(iii)       any benefit or loss for Federal, state, local andforeign income taxes payable,

 

(iv)       any gain or loss as a result of any (non-cash) fairvalue measurement of any asset or liability, and

 

(v)        any gain or loss as a result of any mark-to-marketchanges in the fair value of any Swap Contract-related asset or liability;

 

(c)        MINUS,

 

(i)         to the extent added back in the period ofdetermination pursuant to clause (a)(ii) above, cash payments made afterthe First Amendment Effective Date with respect to such non-cash charges.

 

For purposes of calculating OCF with respectto any acquisition or disposition (determined in accordance with thedefinitions of “Acquisition” and “Disposition” in this Agreement but for suchPerson instead of for the Parent, the Borrower and its Restricted Subsidiaries)that occurs during any period of determination, and any related incurrence orrepayment of Indebtedness (including its effect on OCF), (x) anyacquisition (and any related incurrence or repayment of Indebtedness) by suchPerson and its subsidiaries (determined in accordance with the definition of “Acquisition”in this Agreement but for such Person instead of for the Parent, the Borrowerand its Restricted Subsidiaries) shall be deemed to have occurred on the firstday of such period, and (y) any disposition (and any related incurrence orrepayment of Indebtedness) by such Person and its subsidiaries (determined inaccordance with the definition of “Disposition” in this Agreement but for suchPerson instead of for the Parent, the Borrower and its Restricted Subsidiaries)of any station or other assets (and any related incurrence or repayment ofIndebtedness) which occurs during such period shall be deemed to have occurredon the first day of such period, providedthat, notwithstandingthe foregoing, the Borrower shall not be required to pro forma unrelated Dispositionsof the Person generating gross proceeds less than (a) $5,000,000, so longas all such Dispositions by the Person in the aggregate over the periodcommencing on the First Amendment Effective Date and ending on any date ofdetermination do not exceed $15,000,000, or (b) $200,000 for any oneDisposition or any series of related Dispositions.

 

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

 

“Other Investor”means any Person that is not a Loan Party or an Affiliate of a Loan Party andwith whom the applicable Loan Party negotiates an arm’s length transaction.

 

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“Other Taxes” meansall present or future stamp or documentary taxes or any other excise or propertytaxes, charges or similar levies arising from any payment made hereunder orunder any other Loan Document or from the execution, delivery or enforcementof, 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 aggregateoutstanding principal amount thereof after giving effect to any borrowings andprepayments or repayments of Committed Loans occurring on such date; (ii) withrespect to Term Loans on any date, the aggregate outstanding principal amountthereof after giving effect to any prepayments or repayments of Term Loansoccurring on such date; and (iii) with respect to any L/C Obligations onany date, the amount of such L/C Obligations on such date after giving effectto any L/C Credit Extension occurring on such date and any other changes in theaggregate amount of the L/C Obligations as of such date, including as a resultof any reimbursements by the Borrower of Unreimbursed Amounts, as applicable inthe context used.

 

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

 

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

 

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

 

“PBGC” means thePension Benefit Guaranty Corporation.

 

“Pension Plan” meansany “employee pension benefit plan” (as such term is defined in Section 3(2) ofERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISAand is sponsored or maintained by the Parent, the Borrower or any ERISAAffiliate or to which the Parent, the Borrower or any ERISA Affiliatecontributes or has an obligation to contribute, or in the case of a multipleemployer or other plan described in Section 4064(a) of ERISA, hasmade contributions at any time during the immediately preceding five planyears.

 

“Permitted Acquisitions”means Acquisitions by the Parent, the Borrower and their RestrictedSubsidiaries of Stations or any other Business, provided that each suchAcquisition satisfies one of two following qualifications: (a) suchAcquisition consists of assets (i) acquired by the Parent, the Borrower ora Restricted Subsidiary and (ii) that are subject to Liens in favor of theAdministrative Agent for the benefit of the Secured Parties to secure theObligations in accordance with the terms of this Agreement or (b) suchAcquisition consists of Equity Interests acquired by a Loan Party and such newSubsidiary is a Restricted Subsidiary that has complied with the provisions of Section 6.12with respect to Restricted Subsidiaries.

 

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

 

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

 

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“Plan” means any “employeebenefit 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 planthat is subject to Section 412 of the Code or Title IV of ERISA, any ERISAAffiliate.

 

“Platform” has themeaning specified in Section 6.02.

 

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

 

“Prime Rate” meansthe rate of interest in effect for such day as publicly announced from time totime by the Administrative Agent as its “prime rate.”  The “prime rate” is a rate set by theAdministrative Agent based upon various factors including the AdministrativeAgent’s costs and desired return, general economic conditions and otherfactors, and is used as a reference point for pricing some loans, which may bepriced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall takeeffect at the opening of business on the day specified in the publicannouncement of such change.

 

“Public Lender” hasthe meaning specified in Section 6.02.

 

“Qualified UnrestrictedSubsidiary” means any Unrestricted Subsidiary of which not less than 25% ofits Equity Interests are, at the time of determination, owned by OtherInvestors.

 

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

 

“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’sAffiliates.

 

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

 

“Request for CreditExtension” means (a) with respect to a Borrowing, conversion orcontinuation of Committed Loans, a Committed Loan Notice; (b) with respectto a conversion or continuation of Term Loans, a Term Loan Notice and (c) withrespect 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 eachLender to make Committed Loans and the obligation of the L/C Issuer to make L/CCredit Extensions have been terminated pursuant to Section 8.02,Lenders holding in the aggregate morethan 50% of the Total Outstandings (with the aggregate amount of eachLender’s risk participation and funded participation in L/C Obligations beingdeemed “held” by such Lender for purposes of this definition); providedthat the Commitment of, and the portion of the Total Outstandings held ordeemed held by, any Defaulting Lender shall be excluded for purposes of makinga determination of Required Lenders.

 

“Responsible Officer”means the chief executive officer, president, chief financial officer,executive vice president, treasurer or assistant treasurer of a LoanParty.  Any document delivered hereunderthat is signed by a Responsible Officer of a Loan Party shall be conclusively 

 

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presumedto have been authorized by all necessary corporate, partnership and/or otheraction on the part of such Loan Party and such Responsible Officer shall beconclusively presumed to have acted on behalf of such Loan Party.  For the avoidance of doubt, any certificateexecuted by any officer pursuant to or in connection with any Loan Documentshall be deemed executed by such officer in his or her capacity as an officerof the applicable Loan Party and not in his or her individual capacity, andsuch officer shall have no individual or personal liability with respectthereto.

 

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

 

“Restricted Period”means each and every period commencing upon the occurrence of a RestrictedPeriod Trigger Date and continuing until such date as the statements in bothsubclauses (a) and (b) following are true:  (a) there exists no Default on suchdate, and (b) the Borrower has delivered a Compliance Certificate asrequired by, and in accordance with the terms of, Section 6.02(a) fora quarterly period that ended after the most recent Restricted Period TriggerDate, demonstrating that (i) there existed no Default on the last day ofthe fiscal quarter for which such Compliance Certificate was delivered and (ii) theConsolidated Leverage Ratio was less than or equal to 6.00 to 1.00 on the lastday of fiscal quarter for which such Compliance Certificate was delivered (eachsuch period, a “Restricted Period”). For the avoidance of doubt, for a Restricted Period to end, theCompliance Certificate required to be delivered demonstrating that theConsolidated Leverage Ratio was less than or equal to 6.00 to 1.00 must be thequarterly or annual compliance certificate required to be delivered by Section 6.02(a),and there must not have been a Restricted Period Trigger Date since the lastday of the applicable fiscal quarter or year.

 

“Restricted PeriodGoverned Action” has the meaning specified in Section 10.22(a).

 

“Restricted PeriodTrigger Date” means the first day during an Unrestricted Period on whichthe Consolidated Leverage Ratio is in excess of 6.00 to 1.00.  For the avoidance of doubt, the ConsolidatedLeverage Ratio will be determined on any such date (1) using definitionsas amended by the terms of the First Amendment, (2) determining ConsolidatedOperating Cash Flow as of the end of the most recent fiscal quarter for whichthe Borrower has delivered a quarterly Compliance Certificate (but giving proforma effect to Acquisitions and Dispositions made (a) prior to or on suchdate of determination and (b) during the period required by thedetermination of Consolidated Operating Cash Flow pursuant to the definitionthereof) and (3) determining Consolidated Funded Indebtedness as of suchdate.

 

“Restricted Subsidiary”means (unless designated an “Unrestricted Subsidiary” in accordance with theterms of the definition of “Unrestricted Subsidiary”), each Subsidiary of theParent and the Borrower, providedthat in each case RestrictedSubsidiaries must be Guarantors and have all the Equity Interests owned by theParent, the Borrower and their direct and indirect 

 

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RestrictedSubsidiaries in such Restricted Subsidiary pledged to secure theObligations.   To the extent that (a) thereexists no Default prior to and/or after giving effect thereto, (b) anyUnrestricted Subsidiary (i) executes a Guarantee of the Obligations, (ii) has100% of its Equity Interests pledged to secure the Obligations, (iii) grantsa Lien in its assets (except Excluded Collateral) to secure the Obligations,and (iv) has no existing Indebtedness or Liens at the time of designationas a Restricted Subsidiary that would not have been permitted to be incurredunder Sections 7.01 and 7.03 if such Unrestricted Subsidiary hadbeen a Restricted Subsidiary at the time of its incurrence, and (c) such (A) Guaranteeof the Obligations, (B) pledge of Equity Interests and (C) grant ofLiens in its assets are in each case pursuant to documentation substantiallysimilar in terms, conditions and form to the Guaranty, the Subsidiary PledgeAgreement and the Security Agreement, respectively (or in each case such otherform agreed to by the Administrative Agent and the Borrower), then after noticeto the Administrative Agent that such conditions have been met, suchUnrestricted Subsidiary shall thereafter be included in the definition ofRestricted Subsidiaries and treated as such, and shall not be included in thedefinition of Unrestricted Subsidiary. Notwithstanding the preceding or any other provision in this Agreementor in any other Loan Document to the contrary, designation and conversion of anUnrestricted Subsidiary to a Restricted Subsidiary shall not result in anyincrease to the Investment Basket, or the permitted amounts of investments in,Unrestricted Subsidiaries as set forth in Section 7.17.

** **

“SEC” means theSecurities and Exchange Commission, or any Governmental Authority succeeding toany of its principal functions.

 

“Secured Hedge Agreement”means any Swap Contract permitted under Article VI or VIIthat is entered into by and between any Loan Party and any Hedge Bank.

 

“Secured Parties”means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, theHedge Banks, each co-agent or sub-agent appointed by the Administrative Agentfrom time to time pursuant to Section 9.05, and the other Personsthe Obligations owing to which are or are purported to be secured by theCollateral under the terms of the Collateral Documents.

 

“Security Agreement”means one or more Security Agreements executed by each of the Loan Parties infavor of the Administrative Agent for the benefit of the Secured Parties,substantially in the form of Exhibit F.

 

“Security AgreementSupplement” has the meaning assigned to such term in the SecurityAgreement.

 

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

 

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

 

“Shared ServicesAgreement” means a shared services arrangement or other similar arrangementpursuant to which two Persons owning separate radio broadcast stations agree to

 

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sharethe costs of certain services and procurements which they individually requirein connection with the ownership and operation of one radio broadcast station,whether through the form of joint or cooperative buying arrangements or theperformance of certain functions relating to the operation of one radiobroadcast station by employees of the owner and operator of the other radiobroadcast station, including, but not limited to, the co-location of thestudio, non-managerial administrative and/or master control and technicalfacilities of such radio broadcast station and/or the sharing of maintenance,security and other services relating to such facilities.

 

“Solvent” means, withrespect to any Person, as of any date of determination, that the fair value ofthe assets of such Person (at fair valuation) is, on the date of determination,greater than the total amount of liabilities (including contingent andunliquidated liabilities) of such Person as of such date, that the present fairsaleable value of the assets of such Person will, as of such date, be greaterthan the amount that will be required to pay the probable liability of suchPerson on its debts as such debts become absolute and matured, and that, as ofsuch date, such Person will be able to pay all liabilities of such Person assuch liabilities mature and such Person does not have unreasonably smallcapital with which to carry on its business. In computing the amount of contingent or unliquidated liabilities at anytime, such liabilities will be computed at the amount which, in light of allthe facts and circumstances existing at such time, represents the amount thatcan reasonably be expected to become an actual or matured liability discountedto present value at rates believed to be reasonable by such Person acting ingood faith.

 

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

 

“Station Contracts”means contracts entered into in good faith and in the ordinary course ofbusiness by the Parent on behalf of the Borrower or one or more RestrictedSubsidiaries with respect to the ordinary course of operating the radio stationsor another Business of the Borrower or any Restricted Subsidiaries.

 

“Stations” means, asof any date, the radio broadcasting stations owned by the Borrower and theirRestricted Subsidiaries as of such date, all auxiliary stations owned oroperated by the Borrower and their Restricted Subsidiaries in connection withthe foregoing, all television or other broadcasting stations owned by theBorrower and their Restricted Subsidiaries, or any other communications stationowned or operated at such time by the Borrower or any of their RestrictedSubsidiaries.

 

“Subsection 7.05(b)(vi) Reversion”means with respect to any Disposition in connection with a Like Kind Exchangeor other asset exchange that was initially permitted under Section 7.05(b)(v)(A) or(B), an automatic and without notice termination of the permission forthe occurrence of such Disposition in connection with such Like Kind Exchangeor other exchange of assets under Section 7.05(b)(v)(A) or (B);such automatic termination of permission to occur immediately upon theoccurrence of the applicable Subsection 7.05(b)(vi) Reversion TriggerEvent.  Such Disposition shallautomatically and immediately thereafter be deemed to have been permitted underSection 7.05(b)(vi), and all proceeds of such Disposition (whetherheld by a qualified intermediary or otherwise) shall, except to the extentalready used in a related Acquisition permitted under Section 7.07,be deemed to be cash Dollars and subject to the mandatory prepaymentrequirements of Section 2.04(b)(ii)(A)).  For the avoidance of doubt, upon theoccurrence of any Subsection 7.05(b)(vi) Reversion Trigger Event: (i) theNet Cash

 

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Proceeds(or deemed Net Cash Proceeds, whether cash, assets or otherwise) of anyDisposition previously permitted by Section 7.05(b)(v)(A) or (B) shallbe deemed to be immediately subject to the mandatory prepayment provisions of Section2.04(b)(ii)(A), (ii) no contemplated Acquisition in connection with suchDisposition shall be permitted to be consummated under the last provision of Section7.07, and (iii) such Disposition shall be deemed to have occurred for 100%cash consideration in connection with the mandatory prepayment provisions of Section2.04(b)(ii)(A) (except to the extent such proceeds were already used in arelated Acquisition permitted under Section 7.07).

 

“Subsection 7.05(b)(vi) ReversionTrigger Event” means the occurrence of any one or more of the followingevents:  (1) a Default under Section 8.01(a),or (2) a Default under any one or more of subsections (A)(I), (A)(III), (A)(V) or(A)(VI) of Section 7.05(b)(v), or (3) an Event of Default undersubsection (A)(II) of Section 7.05(b)(v), or (4) a Default under any oneor more of subsections (A)(I), (A)(III), (A)(V) or (A)(VI) of Section 7.07(II)(c),or (5) an Event of Default under subsection (A)(II) of Section 7.07(II)(c),****or (6) after the consummation of a Disposition permittedunder Section 7.05(b)(v)(A), the failure of the Loan Parties to in goodfaith pursue a Permitted Acquisition in connection with a related Like KindExchange that would be permitted under Section 7.07.

 

“Subsidiary” of aPerson means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the shares ofsecurities or other interests having ordinary voting power for the election ofdirectors or other governing body (other than securities or interests having suchpower only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled,directly, or indirectly through one or more intermediaries, or both, by suchPerson.  Unless otherwise specified, allreferences herein to a “Subsidiary” or to “Subsidiaries” shall refer to aSubsidiary or Subsidiaries of the Borrower and the Parent.

 

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

 

“Swap Contract” means(a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond priceor forward bond index transactions, interest rate options, forward foreignexchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swap transactions,currency options, spot contracts, or any other similar transactions or anycombination of any of the foregoing (including any options to enter into any ofthe foregoing), whether or not any such transaction is governed by or subjectto any master agreement, and (b) any and all transactions of any kind, and therelated confirmations, which are subject to the terms and conditions of, orgoverned by, any form of master agreement published by the International Swapsand Derivatives Association, Inc. or any International Foreign Exchange MasterAgreement (any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any MasterAgreement.

 

“Swap Termination Value”means, in respect of any one or more Swap Contracts, after taking into accountthe effect of any legally enforceable netting agreement relating to such Swap 

 

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Contracts,(a) for any date on or after the date such Swap Contracts have been closed outand termination value(s) determined in accordance therewith, such terminationvalue(s), and (b) for any date prior to the date referenced in clause (a), theamount(s) determined as the mark-to-market value(s) for such Swap Contracts, asdetermined based upon one or more mid-market or other readily availablequotations provided by any recognized dealer in such Swap Contracts (which mayinclude a Lender or any Affiliate of a Lender).

 

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

 

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

 

“Taxes” means allpresent 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 themeaning specified in Section 2.01(b).

 

“Term Loan” means theTerm A Loan.

 

“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.

 

“Tranche” means, asapplicable, either (a) the Committed Loans and L/C Credit Extensions or (b) theTerm A Loan, as applicable.

 

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

 

“Unfunded PensionLiability” means the excess of a Pension Plan’s benefit liabilities under Section4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,determined as of the most recently completed actuarial valuation in accordancewith the assumptions used for funding the Pension Plan pursuant to Section 412of 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).

 

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“Unrestricted Period”means each and every period other than a Restricted Period.

 

“Unrestricted Subsidiary”means a direct or indirect Subsidiary of the Parent or the Borrower created,formed or acquired after the First Amendment Effective Date in accordance withthe terms hereof which the Borrower has designated as an “UnrestrictedSubsidiary” by delivering five days prior written notice to the AdministrativeAgent (or such lesser notice as agreed to by the Administrative Agent).  Each Subsidiary of an Unrestricted Subsidiaryshall also be an Unrestricted Subsidiary.

 

## 1.02         **OtherInterpretive Provisions.**  Withreference to this Agreement and each other Loan Document, unless otherwisespecified herein or in such other Loan Document:

##  

(a)      The definitions of termsherein shall apply equally to the singular and plural forms of the termsdefined.  Whenever the context mayrequire, any pronoun shall include the corresponding masculine, feminine andneuter forms.  The words “include,”“includes” and “including” shall be deemed to be followed by thephrase “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) anydefinition of or reference to any agreement, instrument or other document(including any Organization Document) shall be construed as referring to suchagreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein or in any other LoanDocument), (ii) any reference herein to any Person shall be construed toinclude such Person’s successors and assigns, (iii) the words “herein,” “hereof”and “hereunder” and words of similar import when used in any LoanDocument, shall be construed to refer to such Loan Document in its entirety andnot to any particular provision thereof, (iv) all references in a Loan Documentto Articles, Sections, Exhibits and Schedules shall be construed to refer toArticles and Sections of, and Exhibits and Schedules to, the Loan Document inwhich such references appear, (v) any reference to any law shall include allstatutory and regulatory provisions consolidating, amending, replacing orinterpreting such law and any reference to any law or regulation shall, unlessotherwise specified, refer to such law or regulation as amended, modified orsupplemented 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 andall 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 anon-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 connectionwith the Parent, the Borrower and their Subsidiaries shall mean eliminating allintercompany accounts.

 

(b)      In the computation ofperiods 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 “toand including.”

 

(c)      Section headings herein andin the other Loan Documents are included for convenience of reference only andshall not affect the interpretation of this Agreement or any other LoanDocument.

 

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## 1.03         **AccountingTerms.**

 

(a)      Generally.  All accounting terms not specifically orcompletely defined herein shall be construed in conformity with, and allfinancial data (including financial ratios and other financial calculations)required to be submitted pursuant to this Agreement shall be prepared inconformity with, GAAP applied on a consistent basis, as in effect from time totime, except as otherwise specifically prescribed herein.

 

(b)      Changes in GAAP.  If at any time any change in GAAP wouldaffect the computation of any financial ratio or requirement set forth in anyLoan Document, and either the Borrower or the Required Lenders shall sorequest, the Administrative Agent, the Lenders and the Borrower shall negotiatein good faith to amend such ratio or requirement to preserve the originalintent thereof in light of such change in GAAP (subject to the approval of theBorrower and the Required Lenders); providedthat, until soamended, (i) such ratio or requirement shall continue to be computed inaccordance with GAAP prior to such change therein and (ii) the Borrower shallprovide to the Administrative Agent and the Lenders financial statements andother documents required under this Agreement or as reasonably requestedhereunder setting forth a reconciliation between calculations of such ratio orrequirement made before and after giving effect to such change in GAAP.

 

## 1.04         **Rounding.**  Any financial ratios required to bemaintained by the Borrower pursuant to this Agreement shall be calculated bydividing the appropriate component by the other component, carrying the resultto one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number (with arounding-up if there is no nearest number).

##  

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

##  

## 1.06         **Letter of Credit Amounts.**  Unless otherwise specified herein, the amountof a Letter of Credit at any time shall be deemed to be the stated amount ofsuch Letter of Credit in effect at such time; provided, however, that withrespect to any Letter of Credit that, by its terms or the terms of any IssuerDocument related thereto, provides for one or more automatic increases in thestated amount thereof, the amount of such Letter of Credit shall be deemed tobe the maximum stated amount of such Letter of Credit after giving effect toall such increases, whether or not such maximum stated amount is in effect atsuch time.

##  

# **ARTICLE II.**THE COMMITMENTS AND CREDIT EXTENSIONS

# ** **

## 2.01         **Loans.**

## ** **

(a)      **Committed Loans.**  Subject to the terms and conditions set forthherein, each Lender severally agrees to make loans (each such loan, a “CommittedLoan”) to the Borrower from time to time, on any Business Day during theAvailability Period, in an aggregate amount not to exceed at any timeoutstanding the amount of such Lender’s Commitment; provided, however,that after giving effect to any Committed Borrowing, (i) the Outstanding Amountof Committed Loans shall not exceed the Aggregate Commitments, (ii) theaggregate 

 

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OutstandingAmount of the Committed Loans of any Lender, plus such Lender’sApplicable Percentage of the Outstanding Amount of all L/C Obligations shallnot exceed such Lender’s Commitment and (iii) subject to Section 2.04(b)(vi),the cash and Cash Equivalents of the Loan Parties (not including amounts inExcluded Accounts) shall not aggregate in excess of $25,000,000 unless suchexcess balances are being held in accordance with the provisions of Section 2.04(b)(vi)for a purpose permitted by the terms of this Agreement.  Within the limits of each Lender’sCommitment, and subject to the other terms and conditions hereof, the Borrowermay 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, asfurther provided herein.

 

(b)      **Term A Loans**.  Subject to the terms and conditions set forthherein, each Lender severally agrees to make a single loan to the Borrower onthe Closing Date in an amount not to exceed such Lender’s Applicable Percentageof $400,000,000 (each such loan a “Term A Loan”).  The Term A Borrowing on the Closing Dateshall consist of Term A Loans made simultaneously by the Lenders in accordancewith 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 furtherprovided 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 theother, and each continuation of Eurodollar Rate Loans shall be made upon theBorrower’s irrevocable notice to the Administrative Agent, which may be givenby telephone.  Each such notice must bereceived by the Administrative Agent not later than 11:00 a.m. (i) threeBusiness Days prior to the requested date of any Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans, and (ii) on the requested date of anyBorrowing of Base Rate Loans or conversion of Eurodollar Rate Loans to BaseRate Loans; provided, however, that if the Borrower wishes torequest Eurodollar Rate Loans having an Interest Period other than one, two,three or six months in duration as provided in the definition of “InterestPeriod”, the applicable notice must be received by the Administrative Agent notlater than 11:00 a.m. four Business Days prior to the requested date of suchBorrowing, conversion or continuation, whereupon the Administrative Agent shallgive prompt notice to the Lenders of such request and determine whether therequested Interest Period is available to all of them.  Not later than 11:00 a.m., three BusinessDays before the requested date of such Borrowing, conversion or continuation,the Administrative Agent shall notify the Borrower (which notice may be bytelephone) whether or not the requested Interest Period is available to all theLenders.  Each telephonic notice by theBorrower pursuant to this Section 2.02(a) must be confirmed promptly bydelivery to the Administrative Agent of a written Loan Notice, appropriatelycompleted and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000or 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 principalamount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic orwritten) shall specify (i) whether the Borrower is requesting a CommittedBorrowing, a conversion of Committed Loans from one Type to the 

 

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other,a conversion of Term Loans from one Type to the other, or a continuation ofEurodollar Rate Loans and whether such Eurodollar Rate Loans are CommittedLoans or Term Loans, (ii) the requested date of the Borrowing, conversion orcontinuation, as the case may be (which shall be a Business Day), (iii) theprincipal amount of Committed Loans to be borrowed or the principal amount ofthe Loans to be converted or continued, (iv) the Type of Committed Loans to beborrowed 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 ofLoan in a Loan Notice, or if the Borrower fails to give a timely noticerequesting a conversion or continuation, then the applicable Loans shall bemade as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective asof the last day of the Interest Period then in effect with respect to theapplicable Eurodollar Rate Loans.  If theBorrower requests a Borrowing of, conversion to, or continuation of EurodollarRate Loans in any such Loan Notice, but fails to specify an Interest Period, itwill be deemed to have specified an Interest Period of one month.

 

(b)      Following receipt of a LoanNotice, the Administrative Agent shall promptly notify each Lender of theamount of its Applicable Percentage of the applicable Loans, and if no timelynotice of a conversion or continuation is provided by the Borrower, theAdministrative Agent shall notify each Lender of the details of any automaticconversion to Base Rate Loans described in the preceding subsection.  In the case of a Committed Borrowing and inthe case of the initial funding of the Term A Loan on the Closing Date, eachLender shall make the amount of its Committed Loan or Term A Loan, asapplicable, available to the Administrative Agent in immediately availablefunds at the Administrative Agent’s Office not later than 1:00 p.m. on theBusiness Day specified in the applicable Loan Notice.  Upon satisfaction of the applicableconditions set forth in Section 4.02 (and, if such Borrowing is theinitial Credit Extension, Section 4.01), the Administrative Agent shallmake all funds so received available to the Borrower by 2:00 p.m. in like fundsas received by the Administrative Agent either by (i) crediting the account ofthe Borrower on the books of the Administrative Agent with the amount of suchfunds or (ii) wire transfer of such funds, in each case in accordance withinstructions provided to (and reasonably acceptable to) the AdministrativeAgent by the Borrower; provided, however, that if, on the datethat a Committed Loan Notice with respect to such Borrowing is given by theBorrower there are L/C Borrowings outstanding, then the proceeds of such CommittedBorrowing, first, shall be applied to the payment in full of any suchL/C Borrowings, and second, shall be made available to the Borrower asprovided above.

 

(c)      Except as otherwise providedherein, a Eurodollar Rate Loan may be continued or converted only on the lastday 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 RateLoans without the consent of the Required Lenders.

 

(d)      The Administrative Agentshall promptly notify the Borrower and the Lenders of the interest rateapplicable to any Interest Period for Eurodollar Rate Loans upon determinationof such interest rate.  At any time thatBase Rate Loans are outstanding, the Administrative Agent shall notify theBorrower and the Lenders of any change in the Administrative Agent’s prime rateused in determining the Base Rate promptly following the public announcement ofsuch change.

 

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(e)      After giving effect to allBorrowings, all conversions of Loans from one Type to the other, and allcontinuations of Loans as the same Type, there shall not be more than 15 InterestPeriods in effect with respect to all of the Loans.

 

## 2.03         **Letters ofCredit.**

 

(a)      **The Letter of Credit Commitment.**

 

(i)            Subject to the terms andconditions set forth herein, (A) the L/C Issuer agrees, in reliance upon theagreements of the Lenders set forth in this Section 2.03, (1) from timeto time on any Business Day during the period from the Closing Date until theLetter of Credit Expiration Date, to issue Letters of Credit in Dollars for theaccount of the Borrower or any other Restricted Subsidiaries, and to amend orextend Letters of Credit in Dollars previously issued by it, in accordance withsubsection (b) below, and (2) to honor drawings under the Letters of Credit;and (B) the Lenders severally agree to participate in Letters of Credit issuedfor the account of the Borrower or any other Restricted Subsidiaries and anydrawings thereunder; provided that after giving effect to any L/C CreditExtension with respect to any Letter of Credit, (x) the Outstanding Amountunder the Committed Loans shall not exceed the Aggregate Commitments, (y) theaggregate Outstanding Amount of the Committed Loans of any Lender, plussuch Lender’s Applicable Percentage of the Outstanding Amount of all L/CObligations, shall not exceed such Lender’s Commitment, and (z) the OutstandingAmount of the L/C Obligations shall not exceed the Letter of CreditSublimit.  Each request by the Borrowerfor the issuance or amendment of a Letter of Credit shall be deemed to be arepresentation by the Borrower that the L/C Credit Extension so requestedcomplies with the conditions set forth in the proviso to the precedingsentence.  Within the foregoing limits,and subject to the terms and conditions hereof, the Borrower’s ability toobtain Letters of Credit shall be fully revolving, and accordingly the Borrowermay, during the foregoing period, obtain Letters of Credit to replace Lettersof Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall bedeemed to have been issued pursuant hereto, and from and after the Closing Dateshall be subject to and governed by the terms and conditions hereof.

 

(ii)           The L/C Issuer shall notissue 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 morethan twelve months after the date of issuance or last extension, unless theRequired Lenders have approved such expiry date; or

 

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

 

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(iii)          The L/C Issuer shall not beunder any obligation to issue any Letter of Credit if:

 

(A)          any order, judgment or decree of anyGovernmental Authority or arbitrator shall by its terms purport to enjoin orrestrain the L/C Issuer from issuing such Letter of Credit, or any Lawapplicable to the L/C Issuer or any request or directive (whether or not havingthe force of law) from any Governmental Authority with jurisdiction over theL/C Issuer shall prohibit, or request that the L/C Issuer refrain from, theissuance of letters of credit generally or such Letter of Credit in particularor shall impose upon the L/C Issuer with respect to such Letter of Credit anyrestriction, reserve or capital requirement (for which the L/C Issuer isnot  otherwise compensated hereunder)first imposed after the Closing Date, or shall impose upon the L/C Issuer anyunreimbursed loss, cost or expense which was not applicable on the Closing Dateand, in each case, which the L/C Issuer in good faith deems material to it;

 

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

 

(C)           the issuance of any such Letter of Creditwould violate one or more policies of the L/C Issuer, as applicable to allLetters of Credit, generally; or

 

(D)          any Lender is at that time a DefaultingLender, unless (1) the L/C Issuer’s actual or potential Fronting Exposure withrespect to such Defaulting Lender as to the Letter of Credit then proposed tobe issued and all other L/C Obligations as to which the L/C Issuer has actualor potential Fronting Exposure has been eliminated by reallocating theApplicable Percentages of the non-Defaulting Lenders in accordance with Section2.15(a)(iv) or (2) the L/C Issuer has entered into arrangements, includingthe delivery of Cash Collateral in accordance with Section 2.14,satisfactory to the L/C Issuer (in its sole discretion) with the Borrower orsuch Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposurewith respect to such Lender as to either the Letter of Credit then proposed tobe issued or such Letter of Credit and all other L/C Obligations as to whichthe L/C Issuer has such actual or potential Fronting Exposure, as it may electin its sole discretion.

 

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

 

(v)           The L/C Issuer shall beunder no obligation to amend any Letter of Credit if (A) the L/C Issuer wouldhave no obligation at such time to issue such Letter of Credit in its amendedform under the terms hereof, or (B) the beneficiary 

 

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ofsuch Letter of Credit does not accept the proposed amendment to such Letter ofCredit.

 

(vi)          The L/C Issuer shall act onbehalf of the Lenders with respect to any Letters of Credit issued by it andthe documents associated therewith, and the L/C Issuer shall have all of thebenefits and immunities (A) provided to the Administrative Agent in Article IXwith respect to any acts taken or omissions suffered by the L/C Issuer inconnection with Letters of Credit issued by it or proposed to be issued by itand Issuer Documents pertaining to such Letters of Credit as fully as if theterm “Administrative Agent” as used in Article IX included the L/CIssuer with respect to such acts or omissions, and (B) as additionally providedherein with respect to the L/C Issuer.

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(b)      Procedures for Issuance andAmendment of Letters of Credit;****Auto-ExtensionLetters of Credit.

 

(i)            Each Letter of Credit shallbe issued or amended, as the case may be, upon the request of the Borrowerdelivered to the L/C Issuer (with a copy to the Administrative Agent) in theform of a Letter of Credit Application, appropriately completed and signed by aResponsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer andthe 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 particularinstance in its sole discretion) prior to the proposed issuance date or date ofamendment, as the case may be.  In thecase of a request for an initial issuance of a Letter of Credit, such Letter ofCredit Application shall specify in form and detail reasonably satisfactory tothe L/C Issuer: (A) the proposed issuance date of the requested Letter ofCredit (which shall be a Business Day); (B) the amount thereof; (C) the expirydate thereof; (D) the name and address of the beneficiary thereof; (E) thedocuments to be presented by such beneficiary in case of any drawingthereunder; (F) the full text of any certificate to be presented by suchbeneficiary in case of any drawing thereunder; (G) the purpose and nature ofthe proposed Letter of Credit; and (H) such other matters as the L/C Issuer mayreasonably require.  In the case of a requestfor an amendment of any outstanding Letter of Credit, such Letter of CreditApplication shall specify in form and detail reasonably satisfactory to the L/CIssuer (A) the Letter of Credit to be amended; (B) the proposed date ofamendment thereof (which shall be a Business Day); (C) the nature of theproposed amendment; and (D) such other matters as the L/C Issuer may reasonablyrequire.  Additionally, the Borrowershall furnish to the L/C Issuer and the Administrative Agent such otherdocuments and information pertaining to such requested Letter of Creditissuance or amendment, including any Issuer Documents, as the L/C Issuer or theAdministrative Agent may reasonably require.

 

(ii)           Promptly after receipt ofany Letter of Credit Application, the L/C Issuer will confirm with theAdministrative Agent (by telephone or in writing) that the Administrative Agenthas received a copy of such Letter of Credit 

 

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Applicationfrom the Borrower and, if not, the L/C Issuer will provide the AdministrativeAgent with a copy thereof.  Unless theL/C Issuer has received written notice from any Lender (provided that anyLender giving such written notice that is the sole Lender giving such writtennotice shall be a Defaulting Lender hereunder), the Administrative Agent or anyLoan Party, at least one Business Day prior to the requested date of issuanceor amendment of the applicable Letter of Credit, that one or more applicableconditions contained in Article IV shall not then be satisfied, then,subject to the terms and conditions hereof, the L/C Issuer shall, on therequested date, issue a Letter of Credit for the account of the Borrower orsuch Restricted Subsidiary, or enter into the applicable amendment, as the casemay be, in each case in accordance with the L/C Issuer’s usual and customarybusiness practices.  Immediately upon theissuance of each Letter of Credit, each Lender shall be deemed to, and herebyirrevocably and unconditionally agrees to, purchase from the L/C Issuer a riskparticipation in such Letter of Credit in an amount equal to the product ofsuch Lender’s Applicable Percentage times the amount of such Letter ofCredit.

 

(iii)          If the Borrower so requestsin any applicable Letter of Credit Application, the L/C Issuer may, in its soleand absolute discretion, agree to issue a Letter of Credit that has automaticextension provisions (each, an “Auto-Extension Letter of Credit”); providedthat any such Auto-Extension Letter of Credit must permit the L/C Issuer toprevent any such extension at least once in each twelve-month period(commencing with the date of issuance of such Letter of Credit) by giving priornotice to the beneficiary thereof not later than a day (the “Non-ExtensionNotice Date”) in each such twelve-month period to be agreed upon at thetime such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not berequired to make a specific request to the L/C Issuer for any suchextension.  Once an Auto-Extension Letterof Credit has been issued, the Lenders shall be deemed to have authorized (butmay not require) the L/C Issuer to permit the extension of such Letter ofCredit at any time to an expiry date not later than the Letter of CreditExpiration Date; provided, however, that the L/C Issuer shall notpermit any such extension if (A) the L/C Issuer has determined that it wouldnot be permitted, at such time to issue such Letter of Credit in its revisedform (as extended) under the terms hereof (by reason of the provisions ofclause (ii) of Section 2.03(a) or otherwise), or (B) it has receivednotice (which may be by telephone or in writing) on or before the day that isfive Business Days before the Non-Extension Notice Date (1) from theAdministrative Agent that the Required Lenders have elected not to permit suchextension or (2) from the Administrative Agent, any Lender (provided that anyLender giving such written notice that is the sole Lender giving such writtennotice shall be a Defaulting Lender hereunder) or the Borrower that one or moreof the applicable conditions specified in Section 4.02 is not thensatisfied, and in each such case directing the L/C Issuer not to permit suchextension.

 

(iv)          Promptly after its deliveryof any Letter of Credit or any amendment to a Letter of Credit to an advisingbank with respect thereto or to the beneficiary thereof, the L/C Issuer willalso deliver to the Borrower and the

 

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AdministrativeAgent a true and complete copy of such Letter of Credit or amendment.

 

(c)      Drawings and Reimbursements;Funding of Participations.

 

(i)            Upon receipt from thebeneficiary of any Letter of Credit of any notice of a drawing under suchLetter of Credit, the L/C Issuer shall notify the Borrower and theAdministrative Agent thereof.  Not laterthan 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter ofCredit (each such date, an “Honor Date”), the Borrower shall reimbursethe L/C Issuer through the Administrative Agent in an amount equal to theamount of such drawing.  If the Borrowerfails to so reimburse the L/C Issuer by such time, the Administrative Agentshall promptly notify each Lender of the Honor Date, the amount of the unreimburseddrawing (the “Unreimbursed Amount”), and the amount of such Lender’sApplicable Percentage thereof.  In suchevent, the Borrower shall be deemed to have requested a Committed Borrowing ofBase Rate Loans to be disbursed on the Honor Date in an amount equal to theUnreimbursed Amount, without regard to the minimum and multiples specified in Section2.02 for the principal amount of Base Rate Loans, but subject to the amountof the unutilized portion of the Aggregate Commitments and the conditions setforth in Section 4.02 (other than the delivery of a Committed LoanNotice).  Any notice given by the L/CIssuer or the Administrative Agent pursuant to this Section 2.03(c)(i) maybe given by telephone if immediately confirmed in writing; provided thatthe lack of such an immediate confirmation shall not affect the conclusivenessor binding effect of such notice.

 

(ii)           Each Lender shall upon anynotice pursuant to Section 2.03(c)(i) make funds available to theAdministrative Agent for the account of the L/C Issuer at the AdministrativeAgent’s Office in an amount equal to its Applicable Percentage of theUnreimbursed Amount not later than 1:00 p.m. on the Business Day specified insuch notice by the Administrative Agent, whereupon, subject to the provisionsof Section 2.03(c)(iii), each Lender that so makes funds available shallbe deemed to have made a Base Rate Committed Loan to the Borrower in suchamount.  The Administrative Agent shallremit the funds so received to the L/C Issuer.

 

(iii)          With respect to anyUnreimbursed Amount that is not fully refinanced by a Committed Borrowing ofBase Rate Loans because the conditions set forth in Section 4.02 cannotbe satisfied or for any other reason, the Borrower shall be deemed to haveincurred from the L/C Issuer an L/C Borrowing in the amount of the UnreimbursedAmount that is not so refinanced, which L/C Borrowing shall be due and payableon demand (together with interest) and shall bear interest at the DefaultRate.  In such event, each Lender’spayment to the Administrative Agent for the account of the L/C Issuer pursuantto Section 2.03(c)(ii) shall be deemed payment in respect of itsparticipation in such L/C Borrowing and shall constitute an L/C Advance fromsuch Lender in satisfaction of its participation obligation under this Section2.03.

 

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(iv)          Until each Lender funds itsCommitted Loan or L/C Advance pursuant to this Section 2.03(c) toreimburse 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 shallbe solely for the account of the L/C Issuer.

 

(v)           Each Lender’s obligation tomake Committed Loans or L/C Advances to reimburse the L/C Issuer for amountsdrawn under Letters of Credit, as contemplated by this Section 2.03(c),shall be absolute and unconditional and shall not be affected by anycircumstance, including (A) any setoff, counterclaim, recoupment, defense orother right which such Lender may have against the L/C Issuer, the Borrower orany other Person for any reason whatsoever; (B) the occurrence or continuanceof a Default, or (C) any other occurrence, event or condition, whether or notsimilar to any of the foregoing; provided, however, that each Lender’sobligation to make Committed Loans pursuant to this Section 2.03(c) issubject to the conditions set forth in Section 4.02 (other than deliveryby the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair theobligation of the Borrower to reimburse the L/C Issuer for the amount of anypayment made by the L/C Issuer under any Letter of Credit, together withinterest as provided herein.

 

(vi)          If any Lender fails to makeavailable to the Administrative Agent for the account of the L/C Issuer anyamount required to be paid by such Lender pursuant to the foregoing provisionsof 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 throughthe Administrative Agent), on demand, such amount with interest thereon for theperiod from the date such payment is required to the date on which such paymentis immediately available to the L/C Issuer at a rate per annum equal to thegreater of the Federal Funds Rate and a rate determined by the L/C Issuer inaccordance with banking industry rules on interbank compensation.  A certificate of the L/C Issuer submitted toany Lender (through the Administrative Agent) with respect to any amounts owingunder this clause (vi) shall be presumptively correct absent manifest error.

 

(d)      Repayment of Participations.

 

(i)            At any time after the L/CIssuer has made a payment under any Letter of Credit and has received from anyLender such Lender’s L/C Advance in respect of such payment in accordance with Section2.03(c), if the Administrative Agent receives for the account of the L/CIssuer any payment in respect of the related Unreimbursed Amount or interestthereon (whether directly from the Borrower or otherwise, including proceeds ofCash Collateral applied thereto by the Administrative Agent), theAdministrative Agent will distribute to such Lender its Applicable Percentagethereof (appropriately adjusted, in the case of interest payments, to reflect theperiod of time during which such Lender’s L/C Advance was outstanding) in thesame funds as those received by the Administrative Agent.

 

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(ii)           If any payment received bythe Administrative Agent for the account of the L/C Issuer pursuant to Section2.03(c)(i) is required to be returned under any of the circumstancesdescribed in Section 10.05 (including pursuant to any settlement enteredinto by the L/C Issuer in its discretion), each Lender shall pay to theAdministrative Agent for the account of the L/C Issuer its ApplicablePercentage thereof on demand of the Administrative Agent, plus interest thereonfrom the date of such demand to the date such amount is returned by suchLender, at a rate per annum equal to the Federal Funds Rate from time to timein effect.  The obligations of theLenders under this clause shall survive the payment in full of the Obligationsand the termination of this Agreement.

 

(e)      Obligations Absolute.** **The obligation ofthe Borrower to reimburse the L/C Issuer for each drawing under each Letter ofCredit and to repay each L/C Borrowing shall be absolute, unconditional andirrevocable, and shall be paid strictly in accordance with the terms of thisAgreement under all circumstances, including the following:

 

(i)            any lack of validity orenforceability of such Letter of Credit, this Agreement, or any other LoanDocument;

 

(ii)           the existence of any claim,counterclaim, setoff, defense or other right that the Borrower or any Subsidiarymay have at any time against any beneficiary or any transferee of such Letterof Credit (or any Person for whom any such beneficiary or any such transfereemay be acting), the L/C Issuer or any other Person, whether in connection withthis Agreement, the transactions contemplated hereby or by such Letter ofCredit or any agreement or instrument relating thereto, or any unrelatedtransaction;

 

(iii)          any draft, demand,certificate or other document presented under such Letter of Credit proving tobe forged, fraudulent, invalid or insufficient in any respect or any statementtherein being untrue or inaccurate in any respect; or any loss or delay in thetransmission or otherwise of any document required in order to make a drawingunder such Letter of Credit, **IN ALL CASES, WHETHER ORNOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER**, other than ineach case, arising from or as a result of the willful misconduct, bad faith orgross negligence of the L/C Issuer;

 

(iv)          any payment by the L/CIssuer under such Letter of Credit against presentation of a draft orcertificate that does not strictly comply with the terms of such Letter ofCredit; or any payment made by the L/C Issuer under such Letter of Credit toany Person purporting to be a trustee in bankruptcy, debtor-in-possession,assignee for the benefit of creditors, liquidator, receiver or otherrepresentative of or successor to any beneficiary or any transferee of suchLetter of Credit, including any arising in connection with any proceeding underany Debtor Relief Law, **IN ALL CASES, WHETHER ORNOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,**

 

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**CONTRIBUTORYOR 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 grossnegligence of the L/C Issuer; or

 

(v)           any other circumstance orhappening whatsoever, whether or not similar to any of the foregoing, includingany other circumstance that might otherwise constitute a defense available to,or a discharge of, the Borrower or any Subsidiary, **IN ALLCASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THECOMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER**,other than, in each case, arising from or as a result of the willfulmisconduct, bad faith or gross negligence of the L/C Issuer.

 

The Borrower shall promptlyexamine a copy of each Letter of Credit and each amendment thereto that isdelivered to it and, in the event of any claim of noncompliance with theBorrower’s instructions or other irregularity, the Borrower will immediatelynotify the L/C Issuer.

 

(f)       Role of L/C Issuer.** **Each Lender and theBorrower agree that, in paying any drawing under a Letter of Credit, the L/CIssuer shall not have any responsibility to obtain any document (other than anysight draft, certificates and documents expressly required by the Letter ofCredit) or to ascertain or inquire as to the validity or accuracy of any suchdocument or the authority of the Person executing or delivering any suchdocument.  None of the L/C Issuer, theAdministrative 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 theapproval of the Lenders or the Required Lenders, as applicable; (ii) any actiontaken or omitted in the absence of gross negligence, bad faith or willfulmisconduct; or (iii) the due execution, effectiveness, validity orenforceability of any document or instrument related to any Letter of Credit orIssuer Document, **AND IN ALL CASES, WHETHER OR NOT CAUSED BY ORARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLENEGLIGENCE OF SUCH PERSON**other than, in each case, arising from oras a result of willful misconduct, bad faith or gross negligence of the L/CIssuer.  The Borrower hereby assumes allrisks of the acts or omissions of any beneficiary or transferee with respect toits use of any Letter of Credit; provided, however, that thisassumption is not intended to, and shall not, preclude the Borrower’s pursuingsuch rights and remedies as it may have against the beneficiary or transfereeat law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of theirrespective Related Parties nor any correspondent, participant or assignee ofthe L/C Issuer, shall be liable or responsible for any of the matters describedin clauses (i) through (v) of Section 2.03(e), **IN ALLCASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THECOMPARATIVE, 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 beliable to the Borrower, to the extent, but only to the extent, of any direct,as opposed to consequential or exemplary, damages suffered by the Borrowerwhich were determined by a final, nonappealable judgment by a court ofcompetent jurisdiction to be caused by the L/C 

 

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Issuer’swillful 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 failureto pay under any Letter of Credit after the presentation to it by the beneficiaryof a sight draft and certificate(s) strictly complying with the terms andconditions of a Letter of Credit.**** In furtherance and not in limitation of theforegoing, the L/C Issuer may accept documents that appear on their face to bein order, without responsibility for further investigation, regardless of anynotice or information to the contrary, and the L/C Issuer shall not beresponsible for the validity or sufficiency of any instrument transferring orassigning or purporting to transfer or assign a Letter of Credit or the rightsor benefits thereunder or proceeds thereof, in whole or in part, which mayprove to be invalid or ineffective for any reason.

 

(g)      Cash Collateral.  (i) if the L/C Issuer has honored any full orpartial drawing request under any Letter of Credit and such drawing hasresulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit ExpirationDate, any L/C Obligation for any reason remains outstanding, the Borrower may(at its election), in each case, promptly Cash Collateralize the thenOutstanding 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/CObligation, then notwithstanding anything herein to the contrary such L/CBorrowing and the related failure to otherwise repay the relevant drawing, orthe fact that such L/C Obligation remains outstanding at such time, asapplicable, shall not solely in and of itself constitute a Defaulthereunder.  Sections 2.03(a)(iii)(D),2.04(b)(i), 2.14(a) and 8.02(c) set forth certainadditional situations in which the Borrower may elect (or, in the case of Sections2.04(b)(i), 2.14(a) and 8.02(c), be required) to deliver CashCollateral hereunder.  For purposes ofthis Section 2.03, Section 2.04, Section 2.14 and Section8.02(c), “Cash Collateralize” means to pledge and deposit with or deliverto 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 balancespursuant to documentation in form and substance reasonably satisfactory to theAdministrative Agent and the L/C Issuer (which documents are hereby consentedto by the Lenders).  Derivatives of suchterm have corresponding meanings.  TheBorrower hereby grants to the Administrative Agent, for the benefit of the L/CIssuer and the Lenders, a security interest in all such cash and depositaccounts and all balances therein and all proceeds of the foregoing to securethe Obligations.  Cash Collateral shallbe maintained in blocked, interest bearing deposit accounts with theAdministrative Agent.  All interestaccrued on any such account shall be for the account of the Borrower and shallbe deposited into the applicable cash collateral account until all amounts insuch cash collateral accounts have been released in accordance with theprovisions of Section 2.14(b).

 

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

 

(i)       Letter of Credit Fees.  The Borrower shall pay to the AdministrativeAgent for the account of each Lender in accordance with its Applicable Percentagea Letter of Credit fee (the “Letter of Credit Fee”) for each standbyLetter of Credit equal to the Applicable Rate times the daily amountavailable to be drawn under such Letter of Credit.  For purposes of computing the daily amountavailable to be drawn under any Letter of Credit, the amount of 

 

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suchLetter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) computedon a quarterly basis in arrears and (ii) due and payable on the first BusinessDay after the end of each March, June, September and December, commencing withthe first such date to occur after the issuance of such Letter of Credit, onthe Letter of Credit Expiration Date and thereafter within five Business Daysof demand therefor.  If there is anychange in the Applicable Rate during any quarter, the daily amount available tobe drawn under each standby Letter of Credit shall be computed and multipliedby the Applicable Rate separately for each period during such quarter that suchApplicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon therequest of the Required Lenders, while any Event of Default exists, all Letterof Credit Fees shall accrue at the Default Rate.

 

(j)       Fronting Fee and Documentaryand Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/CIssuer for its own account a fronting fee with respect to each standby Letterof Credit, at the rate per annum specified in the Fee Letters, computed on thedaily amount available to be drawn under such Letter of Credit on a quarterlybasis in arrears, and due and payable on the first Business Day after the endof each March, June, September and December, commencing with the first suchdate to occur after the issuance of such Letter of Credit, on the Letter ofCredit Expiration Date and thereafter within five Business Days of demandtherefor.  For purposes of computing thedaily amount available to be drawn under any Letter of Credit, the amount ofsuch Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directlyto the L/C Issuer for its own account such customary issuance, presentation,amendment and other processing fees, and other standard costs and charges, ofthe L/C Issuer relating to letters of credit as from time to time ineffect.  Such customary fees and standardcosts and charges are due and payable within ten Business Days of receipt of areasonably detailed written invoice therefor and are nonrefundable.

 

(k)      Conflict with IssuerDocuments.  In theevent of any conflict between the terms hereof and the terms of any IssuerDocument, the terms hereof shall control.

 

(l)       Letters of Credit Issued forRestricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunderis in support of any obligations of, or is for the account of, a Subsidiary ofthe Borrower, the Borrower shall be obligated to reimburse the L/CIssuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that theissuance of Letters of Credit for the account of Subsidiaries inures to thebenefit of the Borrower, and that the Borrower’s business derives substantialbenefits from the businesses of such Subsidiaries.

 

## 2.04         **Prepayments.**

 

(a)      Voluntary Prepayments.  The Borrower may, upon notice to theAdministrative Agent, at any time or from time to time voluntarily prepay Loansin whole or in part without premium or penalty; provided that (i) suchnotice 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 Loansand (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of EurodollarRate Loans shall be in a principal amount of $1,000,000 or a whole 

 

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multipleof $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loansshall be in a principal amount of $500,000 or a whole multiple of $100,000 inexcess thereof or, in each case, if less, the entire principal amount thereofthen outstanding.  Each such notice shallspecify the date and amount of such prepayment and the Type(s) of Loans to beprepaid.  The Administrative Agent willpromptly notify each Lender of its receipt of each such notice, and of theamount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, theBorrower shall make such prepayment and the payment amount specified in suchnotice shall be due and payable on the date specified therein, or the Borrowershall compensate the Lenders to the extent required by the terms of Section 3.05.  Each such optional prepayment shall beapplied as among the Term Loans (and to the installments thereof, if any) andthe Committed Loans at the direction of the Borrower (but applied ratablywithin each chosen Tranche in accordance with the respective ApplicablePercentages of the Lenders of that Tranche).

 

(b)      Mandatory Prepayments.

 

(i)            Excess Outstandings.  If for any reason the Outstanding Amount ofthe sum of (A) Committed Loans plus (B) L/C Obligations at any time exceeds theAggregate Commitments then in effect, the Borrower shall immediately prepayLoans and/or Cash Collateralize the L/C Obligations in an aggregate amountequal to such excess; provided, however, that the Borrower shallnot be required to Cash Collateralize the L/C Obligations pursuant to this Section2.04(b) unless after the prepayment in full of the Committed Loans theOutstanding Amount under the L/C Obligations exceeds the Aggregate Commitmentsthen in effect.

 

(ii)           Asset Dispositions.

 

(A)          Applicable during Restricted Periodsonly:  if, the Parent, the Borrower orany Restricted Subsidiary of the Parent or the Borrower makes any Disposition,then the Borrower shall make a mandatory prepayment of the Loans in an amountequal to 100% of the Net Cash Proceeds of each Disposition within five BusinessDays of receipt of such Net Cash Proceeds;

 

provided, that, notwithstanding the foregoing, so longas no Default exists

 

(aa)         immediately prior to and/or after givingeffect to such Disposition,

 

(bb)         as of the date of receipt of the Net CashProceeds by the Borrower or such Loan Party, or

 

(cc)         at any time during the applicable LimitedReinvestment Period prior to a reinvestment referred to in this clause (A) below,

 

this requirement formandatory prepayment shall be reduced to the extent the Borrower or anotherLoan Party:

 

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(I)            consummates unrelated Dispositionsresulting in gross proceeds of $5,000,000 or less per each unrelatedDisposition, so long as the gross proceeds of all such Dispositions for allLoan Parties that have not been reinvested in accordance with the terms ofclause (II) immediately following, aggregate less than $15,000,000 during theperiod from the First Amendment Effective Date through the date of suchDisposition (after giving effect to such Disposition); or

 

(II)           reinvests such Net Cash Proceeds toreplace Disposed assets with assets useful in one or more Businesses of a LoanParty and that are New Collateral (and any new Subsidiary created or acquiredin connection therewith shall be a Restricted Subsidiary and shall have executeda Guarantee of the Obligations substantially similar to the Guaranty), in eachcase during the first six months after the date of consummation of suchDisposition (such six month period is referred to herein as the “LimitedReinvestment Period”).  For theavoidance of doubt, (1) if any Default occurs after the Disposition but priorto a reinvestment, or if all of such Net Cash Proceeds are not so reinvestedduring the Limited Reinvestment Period, then the Borrower shall make amandatory prepayment of the Loans immediately following the occurrence of suchDefault or at the end of the Limited Reinvestment Period, whichever is earlier,in an amount equal to the Net Cash Proceeds of such Disposition less anyamounts reinvested during the Limited Reinvestment Period in accordance withthe terms of this provision and the other terms of this Agreement and (2) nosuch reinvestment shall be permitted unless the assets and properties are NewCollateral and any new Subsidiary becomes a Restricted Subsidiary and executesa Guarantee of the Obligations substantially similar to the Guaranty.  For the avoidance of doubt, (1) reinvestmentproceeds used to acquire New Collateral will be subject to, and not in additionto, the Acquisition Basket or the Investment Basket, in each case to the extentapplicable, and the other limitations of Section 7.02 and Section 7.07to the extent applicable, (2) Net Cash Proceeds constituting Asset ExchangeCash Receipts or other net proceeds resulting from a difference in value,assets or otherwise in connection with a Like Kind Exchange will be permittedto be reinvested pursuant to this subsection (II) only to the extent the sixmonth reinvestment period hereunder has not fully elapsed and such reinvestmentotherwise complies with the provisions hereof, and (3) any amounts not timelyreinvested in connection with this subsection (II) shall be used to prepay theLoans and Obligations.  If a RestrictedPeriod ends and an Unrestricted Period begins during the Limited ReinvestmentPeriod, thereafter, until the occurrence of a Restricted Period Trigger Date,any such Net Cash Proceeds not previously reinvested in accordance with this Section2.04(b)(ii)(A) shall be dealt with in accordance with Section 2.04(b)(ii)(B)as if the date of consummation of the applicable Disposition had occurredduring an Unrestricted Period, with the Extended Reinvestment Period calculatedfrom the date of consummation of the applicable Disposition.

 

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Nothing in this Section 2.04(b)(ii)(A)shall be deemed to permit any Disposition, Acquisition or Investment nototherwise permitted under this Agreement.

 

(B)           Applicable during all UnrestrictedPeriods:  if, the Parent, the Borrower orany Restricted Subsidiary of the Parent or the Borrower makes any Disposition(other than (i) a Disposition permitted by subsections (i) through (vi) of Section7.05(a), and (ii) Dispositions resulting in gross proceeds of $25,000,000or less), then the Borrower shall make a mandatory prepayment of the Loans inthe amount of the Net Cash Proceeds of such Disposition if the ConsolidatedLeverage Ratio is greater than 5.50 to 1.00 at the end of the ExtendedReinvestment Period (as defined below); providedthat,notwithstanding the foregoing, this requirement for mandatory prepayment shallbe reduced to the extent the Borrower or another Loan Party reinvests such NetCash Proceeds to replace Disposed assets with assets useful in one or moreBusinesses of a Loan Party and that are New Collateral (and any new Subsidiaryshall be a Restricted Subsidiary and shall have executed a Guarantee of theObligations substantially similar to the Guaranty), during the first 12 monthsafter the date of consummation of such Disposition (such 12 month period is referredto herein as the “Extended Reinvestment Period”), so long as (1) aRestricted Period Trigger Date has not occurred during the ExtendedReinvestment Period and (2) no payment Default under Section 8.01(a) orEvent of Default exists as of the (A) consummation of the applicableDisposition, (B) receipt of the Net Cash Proceeds by the Borrower (but notincluding 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 at any such time, or if all ofsuch Net Cash Proceeds are not so reinvested during the Extended ReinvestmentPeriod, then the Borrower shall make a mandatory prepayment of the Loanspromptly following the occurrence of such payment Default under Section 8.01(a)or Event of Default or the end of the Extended Reinvestment Period, whicheveris earlier, in an amount equal to the Net Cash Proceeds of such Dispositionless any amounts reinvested during the Extended Reinvestment Period inaccordance with the terms of this provision and the other terms of thisAgreement.  If a Restricted PeriodTrigger Date occurs during the Extended Reinvestment Period, then the Borrowershall make a mandatory prepayment of the Loans in accordance with Section 2.04(b)(ii)(A)promptly following the occurrence of such Restricted Period Trigger Date in anamount equal to the Net Cash Proceeds of such Disposition less any amountsreinvested during the Extended Reinvestment Period (but prior to such date) inaccordance with the terms of this provision and the other terms of thisAgreement; provided, that if six months have not expired since theconsummation of the applicable Disposition, then, so long as the Borrower isotherwise in 

 

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compliance with all provisions of Section 2.04(b)(ii)(A)and no Default shall have occurred and be continuing, the Borrower or otherapplicable Loan Party may reinvest such Net Cash Proceeds in accordance withthe terms of Section 2.04(b)(ii)(A) within the Limited ReinvestmentPeriod (calculated commencing such Limited Reinvestment Period on the date ofconsummation of the applicable Disposition) or upon the occurrence of aDefault, whichever is earlier.

 

(iii)          Extraordinary Receipts.  Applicable during Restricted Periodsonly:  within five Business Days of thereceipt by the Parent, the Borrower or any Restricted Subsidiary of anyExtraordinary Receipts, the Borrower shall make a mandatory prepayment in anamount equal to 100% of such Extraordinary Receipts, provided that solong as no Default then exists or occurs at any time prior to the applicationof such proceeds, this requirement for mandatory prepayment shall be reduced bythe amount of such Extraordinary Receipts (i) that is equal to or less than$300,000 for any single receipt or series of related receipts or (ii) constitutingcasualty insurance or condemnation award proceeds that are applied to thereplacement or restoration of the assets subject to the event causing theExtraordinary Receipts on or before the 365th day after the receipt of suchExtraordinary Receipts.

 

(iv)          Equity Issuances.  Applicable during Restricted Periodsonly:  within five Business Days of thereceipt by the Parent, the Borrower or any Restricted Subsidiary of NetIssuance Proceeds from any sale or issuance of Equity Interests (other than NetIssuance Proceeds received by the Parent in connection with employee or directorequity compensation) to any Person other than a Loan Party, or any capitalcontribution or other equity contribution to a Loan Party by any Person otherthan a Loan Party, the Borrower shall make a mandatory prepayment in an amountequal to 50% of such Net Issuance Proceeds.

 

(v)           Debt Issuances. Applicableduring Restricted Periods only:  withinfive Business Days of the receipt by the Parent, the Borrower or any RestrictedSubsidiary of Net Debt Proceeds from any incurrence or issuance of anyIndebtedness by a Loan Party during a Restricted Period (except Indebtedness ofa Loan Party permitted to be incurred or issued under subsections (a), (b),(c), (d) (e)(ii) and (i)(ii) of Section 7.03), the Borrower shall make amandatory prepayment in an amount equal to 100% of all such Net Debt Proceeds.

 

(vi)          Anti-Cash Hoarding.  Applicable during all periods:  if on any day the sum of cash and CashEquivalents of the Loan Parties is in the aggregate in excess of $25,000,000(such calculation shall exclude amounts on deposit in Excluded Accounts andexcess balances that are being held for not more than two Business Days for apurpose permitted by the terms of this Agreement), then not more than threeBusiness Days thereafter, the Borrower shall apply such amounts in excess of$25,000,000 on such required date of repayment to prepay the outstandingprincipal of Committed Loans, such that the aggregate cash and Cash Equivalentsof the Loan Parties shall not exceed $25,000,000 as of the date of

 

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suchpayment (excluding amounts on deposit in Excluded Accounts).  Each such mandatory prepayment shall beapplied to Committed Loans (without reduction of the Aggregate Commitment), inaccordance with the respective Applicable Percentages of the Lenders.  For the avoidance of doubt, if there are noCommitted Loans outstanding on the applicable payment date, the Borrower mayretain such excess cash and Cash Equivalents until such time as thisclause (vi) requires a prepayment and there are Committed Loans outstanding.

 

(c)                  Prepayments; Generally.

 

(i)                                     Applicableduring Restricted Periods only:  eachmandatory prepayment required to be made under Sections 2.04(b)(ii)(A),2.04(b)(iii), 2.04(b)(iv) and 2.04(b)(v) shallbe applied as among the Term Loans (and to the installments thereof, if any)and the Committed Loans, in each case, at the direction of the Borrower (with acorresponding reduction in the Aggregate Commitment in the amount of any suchamounts applied to prepay the Committed Loans) (applied ratably within eachchosen Tranche in accordance with the respective Applicable Percentages of theLenders of that Tranche), provided that, (x) in no event shall themandatory prepayments applied to reduce the Term Loans be less than the TermLoans’ pro rata share of outstanding Loans and (y) the Borrower shallprepay the Term Loans or the Committed Loans, as the case may be, with theremainder of any partial application of any such mandatory prepayment thatresults in payment in full of the Committed Loans or Term Loans, as applicable.

 

(ii)                                  Subject to theterms of Section 10.22 hereof, each mandatory prepayment requiredto be made under Section 2.04(b) not specified insubclause (c)(i) immediately preceding shall be applied as among theTerm Loans (and to the installments thereof, if any) and the Committed Loans,in each case at the direction of the Borrower (applied ratably within eachchosen Tranche in accordance with the respective Applicable Percentages of theLenders of that Tranche), provided that, (x) in no event shall themandatory prepayments applied to reduce the Term Loans be less than the TermLoans’ pro rata share of outstanding Loans, and (y) the Borrower shallprepay the Term Loans or the Committed Loans, as the case may be, with theremainder of any partial application of any such mandatory prepayment thatresults in payment in full of the Committed Loans or Term Loans, as applicable.

 

(iii)                               Each prepaymentof a Eurodollar Rate Loan shall be accompanied by all accrued interest on theamount prepaid, together with any additional amounts required pursuant to Section 3.05.

 

## 2.05                           **Terminationor Reduction of Commitments.**

## ** **

(a)                  Voluntary.  The Borrower may, upon notice to theAdministrative Agent, terminate the Aggregate Commitments, or from time to timepermanently reduce the Aggregate Commitments; provided that (i) anysuch notice shall be received by the 

 

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AdministrativeAgent not later than 11:00 a.m. three Business Days prior to the date oftermination or reduction, (ii) any such partial reduction shall be in anaggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excessthereof, (iii) the Borrower shall not terminate or reduce the AggregateCommitments if, after giving effect thereto and to any concurrent prepaymentshereunder, the Outstanding Amount under the Committed Loans would exceed theAggregate Commitments, and (iv) if, after giving effect to any reductionof the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amountof the Aggregate Commitments, such Letter of Credit Sublimit shall beautomatically reduced by the amount of such excess.

 

(b)                 Mandatory.  The Aggregate Commitments shall beautomatically and immediately reduced without notice to the Borrower, any otherLoan Party or any other party hereto on the date, and by the amount, of anyprepayment required to be made under any of Sections 2.04(b)(ii)(A), 2.04(b)(iii),2.04(b)(iv) and 2.04(b)(v) to the extent applied toprepay the Committed Loans; and

 

(c)                  Commitment Reductions,Generally.  Oncereduced in accordance with this Section 2.05, the AggregateCommitment may not be increased.  TheAdministrative Agent will promptly notify Lenders of any such termination orreduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitmentsshall be applied to the Commitment of each Lender according to its ApplicablePercentage.  All fees accrued until theeffective date of any termination of the Aggregate Commitments shall be paid onthe effective date of such termination.

 

## 2.06                           **Repaymentof Obligations.**  The Borrowershall:

##  

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

 

(b)                 Installment Payments of theTerm A Loan.  TheBorrower shall repay to the Lenders the aggregate principal amount of all TermA Loans outstanding on the following dates in the respective amounts set forthopposite such dates (which amounts shall be reduced as a result of theapplication 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 |   |

 

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provided, however, that thefinal principal repayment installment of the Term A Loans shall be repaid onthe Maturity Date for the Term A Loans and in any event shall be in an amountequal to the aggregate principal amount of all Term A Loans outstanding on suchdate.

 

(c)                  Repayment of Obligations.  Repay to the Lenders on the Maturity Date allother Obligations outstanding on the Maturity Date.

 

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

 

## 2.07                           **Interest.**

## ** **

(a)                  Subject to the provisions ofsubsection (b) below, (i) each Eurodollar Rate Loan shall bearinterest on the outstanding principal amount thereof for each Interest Periodat a rate per annum equal to the Eurodollar Rate for such Interest Period plusthe Applicable Rate and (ii) each Base Rate Loan shall bear interest onthe outstanding principal amount thereof from the applicable borrowing date ata rate per annum equal to the Base Rate plus the Applicable Rate.

 

(b)

 

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

 

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

 

(iii)                               Upon therequest of the Required Lenders, while any Event of Default exists, theBorrower shall pay interest on the principal amount of all outstandingObligations hereunder at a fluctuating interest rate per annum at all timesequal to the Default Rate to the fullest extent permitted by applicable Laws.

 

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

 

(c)                  Interest on each Loan shallbe due and payable in arrears on each Interest Payment Date applicable theretoand at such other times as may be specified herein.  Interest hereunder shall be due and payablein accordance with the terms hereof before and after 

 

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

 

## 2.08                           **Fees.**  In addition to certain fees described insubsections (i) and (j) of Section 2.03:

##  

(a)                  Commitment Fee.  The Borrower shall pay to the AdministrativeAgent for the account of each Lender that is not a Defaulting Lender inaccordance with its Applicable Percentage, a commitment fee equal to theApplicable Rate for the Commitment Fee times the actual daily amount(the “Commitment Amount”) by which the Aggregate Commitments exceed thesum of (i) the Outstanding Amount of Committed Loans and (ii) theOutstanding Amount of L/C Obligations.  Thecommitment fee shall accrue at all times during the Availability Period,including at any time during which one or more of the conditions in Article IVis not met, and shall be due and payable quarterly in arrears on the lastBusiness Day of each March, June, September and December, commencing withthe first such date to occur after the Closing Date, and on the MaturityDate.  The commitment fee shall becalculated quarterly in arrears, and if there is any change in the Commitment Amountor the Applicable Rate during any quarter, the actual daily amount shall becomputed and multiplied by the Applicable Rate separately for each periodduring such quarter that such Applicable Rate was in effect.

 

(b)                 Other Fees.

 

(i)                                     The Borrowershall 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 andshall not be refundable for any reason whatsoever.

 

(ii)                                  The Borrowershall pay to the Lenders such fees as shall have been separately agreed upon inwriting in the amounts and at the times so specified.  Such fees shall be fully earned when paid andshall not be refundable for any reason whatsoever.

 

## 2.09                           **Computationof Interest and Fees. **Allcomputations of interest for Base Rate Loans shall be made on the basis of ayear of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interestshall be made on the basis of a 360-day year and actual days elapsed (whichresults in more fees or interest, as applicable, being paid than if computed onthe basis of a 365-day year).  Interestshall accrue on each Loan for the day on which the Loan is made, and shall notaccrue on a Loan, or any portion thereof, for the day on which the Loan or suchportion is paid, provided that any Loan that is repaid on the same dayon which it is made shall, subject to Section 2.11(a), bearinterest for one day.  Each determinationby the Administrative Agent of an interest rate or fee hereunder shall bepresumptively correct, absent manifest error.

##  

## 2.10                           **Evidence ofDebt.**

## ** **

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

 

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ordinarycourse of business.  The accounts orrecords maintained by the Administrative Agent and each Lender shall bepresumptively correct absent manifest error of the amount of the Credit Extensionsmade by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error indoing so shall not, however, limit or otherwise affect the obligation of theBorrower hereunder to pay any amount owing with respect to theObligations.  In the event of anyconflict between the accounts and records maintained by any Lender and theaccounts and records of the Administrative Agent in respect of such matters,the accounts and records of the Administrative Agent shall control in theabsence of manifest error.  Upon therequest of any Lender made through the Administrative Agent, the Borrower shallexecute and deliver to such Lender (through the Administrative Agent) a Note,which shall evidence such Lender’s Loans in addition to such accounts orrecords.  Each Lender may attachschedules 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 accountsand records referred to in subsection (a), each Lender and theAdministrative Agent shall maintain in accordance with its usual practiceaccounts or records evidencing the purchases and sales by such Lender ofparticipations in Letters of Credit.  Inthe event of any conflict between the accounts and records maintained by theAdministrative Agent and the accounts and records of any Lender in respect ofsuch matters, the accounts and records of the Administrative Agent shallcontrol 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 theBorrower shall be made without condition or deduction for any counterclaim,defense, recoupment or setoff.  Except asotherwise expressly provided herein, all payments by the Parent and theBorrower hereunder shall be made to the Administrative Agent, for the accountof the respective Lenders to which such payment is owed, at the AdministrativeAgent’s Office in Dollars and in immediately available funds not later than2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender itsApplicable Percentage (or other applicable share as provided herein) of suchpayment in like funds as received by wire transfer to such Lender’s LendingOffice.  All payments received by theAdministrative Agent after 3:00 p.m. shall be deemed received on the nextsucceeding Business Day and any applicable interest or fee shall continue toaccrue.  If any payment to be made by theParent 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 oftime shall be reflected in computing interest or fees, as the case may be.

 

(b)

 

(i)                                     Funding byLenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall havereceived notice from a Lender prior to the proposed (A) time, with respectto Base Rate Loans made on a same day basis and (B) date, with respect toall other Loans, of any Borrowing that such Lender will not make available tothe Administrative Agent such Lender’s share of such Borrowing, theAdministrative Agent may assume that such Lender has made 

 

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suchshare available on such date in accordance with Section 2.02 andmay, in reliance upon such assumption, make available to the Borrower acorresponding amount.  In such event, ifa Lender has not in fact made its share of the applicable Borrowing availableto the Administrative Agent, then the applicable Lender agrees to pay to theAdministrative Agent forthwith on demand such corresponding amount inimmediately available funds with interest thereon, for each day from andincluding the date such amount is made available to the Borrower to butexcluding the date of payment to the Administrative Agent, at the greater ofthe Federal Funds Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation.  If the Lender does not pay the AdministrativeAgent such amount, the Borrower agrees to pay the Administrative Agent any suchamount made available to the Borrower within five Business Days of noticethereof with interest at a rate equal to the interest rate applicable to BaseRate Loans.  If the Borrower and suchLender shall pay such interest to the Administrative Agent for the same or anoverlapping period, the Administrative Agent shall promptly remit to theBorrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of theapplicable Borrowing to the Administrative Agent, then the amount so paid shallconstitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be withoutprejudice to any claim the Borrower may have against a Lender that shall havefailed to make such payment to the Administrative Agent.

 

(ii)                                  Payments byBorrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall havereceived notice from the Borrower prior to the date on which any payment is dueto the Administrative Agent for the account of the Lenders or the L/C Issuerhereunder that the Borrower will not make such payment, the AdministrativeAgent may assume that the Borrower has made such payment on such date inaccordance herewith and may, in reliance upon such assumption, distribute tothe Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not infact made such payment, then each of the Lenders or the L/C Issuer, as the casemay be, severally agrees to repay to the Administrative Agent forthwith ondemand the amount so distributed to such Lender or the L/C Issuer, inimmediately available funds with interest thereon, for each day from andincluding the date such amount is distributed to it to but excluding the dateof payment to the Administrative Agent, at the greater of the Federal FundsRate and a rate determined by the Administrative Agent in accordance withbanking industry rules on interbank compensation.

 

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

 

(c)                  Failure to SatisfyConditions Precedent.  If anyLender makes available to the Administrative Agent funds for any Loan to bemade 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 AdministrativeAgent because the conditions to the applicable Credit Extension set 

 

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forthin Article IV are not satisfied or waived in accordance with theterms hereof, the Administrative Agent shall return such funds (in like fundsas received from such Lender) to such Lender, without interest; provided,however, that if such funds are not returned within one Business Day, suchfunds shall bear interest at the greater of the Federal Funds Rate and a ratedetermined by the Administrative Agent in accordance with banking industry rules oninterbank compensation.

 

(d)                 Obligations of LendersSeveral.  The obligations of the Lendershereunder to make Loans, to fund participations in Letters of Credit and tomake payments pursuant to Section 10.04(c) are several and notjoint.  The failure of any Lender to makeany Loan, to fund any such participation or to make any payment under Section 10.04(c) onany date required hereunder shall not relieve any other Lender of itscorresponding obligation to do so on such date, and no Lender shall beresponsible for the failure of any other Lender to so make its Loan, topurchase its participation or to make its payment under Section 10.04(c).

 

(e)                  Funding Source.  Nothing herein shall be deemed to obligateany Lender to obtain the funds for any Loan in any particular place or manneror to constitute a representation by any Lender that it has obtained or willobtain the funds for any Loan in any particular place or manner.

 

## 2.12                           **Sharing ofPayments by Lenders.**  If any Lendershall, by exercising any right of setoff or counterclaim or otherwise, obtainpayment in respect of any principal of or interest on any of the Loans made byit, or the participations in L/C Obligations held by it resulting in suchLender’s receiving payment of a proportion of the aggregate amount of suchLoans or participations and accrued interest thereon greater than its prorata share thereof as provided herein, then the Lender receiving suchgreater proportion shall (a) notify the Administrative Agent of such fact,and (b) purchase (for cash at face value) participations in the Loans andsubparticipations in L/C Obligations of the other Lenders, or make such otheradjustments as shall be equitable, so that the benefit of all such paymentsshall be shared by the Lenders ratably in accordance with the aggregate amountof principal of and accrued interest on their respective Loans and otheramounts owing them, provided that:

##  

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

 

(ii)                                  the provisionsof this Section shall not be construed to apply to (A) any paymentmade by the Borrower pursuant to and in accordance with the express terms ofthis Agreement, (B) any payment obtained by a Lender as consideration forthe assignment of or sale of a participation in any of its Loans or subparticipationsin 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 shallapply)****or (C) any payment obtained bythe L/C Issuer in connection with Cash Collateralizing any L/C Obligations, anyother Cash Collateral or other arrangements made in respect of a DefaultingLender.

 

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EachLoan Party consents to the foregoing and agrees, to the extent it may effectivelydo so under applicable law, that any Lender acquiring a participation pursuantto the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect tosuch participation as fully as if such Lender were a direct creditor of****such Loan Partyin the amount of such participation.

 

## 2.13                           **CollateralDocuments and Guaranty Agreements.**

## ** **

(a)                  All Obligations under thisAgreement and all other Loan Documents shall be secured in accordance with theCollateral Documents.

 

(b)                 All Obligations under thisAgreement and all other Loan Documents shall be unconditionally guaranteed bythe Guarantors pursuant to one or more Guaranties.

 

## 2.14                           **CashCollateral and Other Credit Support.**

## ** **

(a)                  Certain Credit SupportEvents.  If at any time there is aDefaulting Lender and the L/C Issuer has any amount of Fronting Exposure, tothe extent such Fronting Exposure cannot be eliminated by reallocating theApplicable Percentages of the non-Defaulting Lenders in accordance with Section 2.15(a)(iv),the Borrower shall, promptly upon demand by the Administrative Agent, deliverto the Administrative Agent additional Cash Collateral in accordance with theprocedures set forth in Section 2.03(g), in each case in an amountsufficient to reduce such Fronting Exposure to zero.

 

(b)                 Release.  Cash Collateral provided pursuant to (1) clause(i) of the first sentence of Section 2.03(g) shall bereleased when no L/C Borrowings are outstanding, (2) clause (ii) ofthe first sentence of Section 2.03(g) or Section 8.02shall be released when no L/C Obligations are outstanding, (3) Section 2.04(b)(i) shallbe released to the extent the Outstanding Amount of the L/C Obligations nolonger exceeds the Aggregate Commitments then in effect, and (4) Section 2.03(a)(iii)(D) orSection 2.14(a) shall be released to the extent of anyreduction in the Outstanding Amount of L/C Obligations allocated to DefaultingLenders and required to be cash collateralized under either such provision, orotherwise at the discretion of the L/C Issuer; provided that CashCollateral provided by or on behalf of a Loan Party shall not be releasedduring the continuance of a Default.

 

## 2.15                           **Defaulting Lenders.**

## ** **

(a)                  Adjustments.  Notwithstanding anything to the contrarycontained in this Agreement, if any Lender becomes a Defaulting Lender, then,until such time as that Lender is no longer a Defaulting Lender, to the fullextent permitted by applicable Law:

 

(i)                                     Waivers andAmendments.  ThatDefaulting Lender’s right to approve or disapprove any amendment, waiver orconsent with respect to this Agreement shall be restricted as set forth in Section 10.01.

 

(ii)                                  Reallocation ofPayments. Any payment of principal, interest, fees or otheramounts received by the Administrative Agent for the account of that DefaultingLender (whether voluntary or mandatory, at maturity, pursuant to 

 

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Article VIIIor otherwise, and including any amounts made available to the AdministrativeAgent by that Defaulting Lender pursuant to Section 10.08), shallbe applied, subject to any applicable requirements of Law, at such time ortimes as may be determined by the Administrative Agent as follows: *first*, to the payment of any amounts owing by suchDefaulting Lender to the Administrative Agent hereunder; *second*,pro rata, to the payment of any amounts owing by such Defaulting Lender to theL/C Issuers hereunder; *third*, to theextent required under Section 2.03(a)(iii)(D) or Section 2.14(a),or if so determined by the Administrative Agent or requested by an L/C Issuer,to be held as Cash Collateral for future funding obligations of the DefaultingLender of any participating interest in any Letter of Credit then outstanding; *fourth*, to the funding of any Loan in respect of which suchDefaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by the Administrative Agent; *fifth*,if so determined by the Administrative Agent and the Borrower, held in suchaccount as cash collateral for future funding obligations of the DefaultingLender of any Loans under this Agreement; *sixth*, to thepayment of any amounts owing to the Lenders, in respect of obligations underthis Agreement or an L/C Issuer as a result of any judgment of a court ofcompetent jurisdiction obtained by any Lender or such L/C Issuer against suchDefaulting Lender as a result of such Defaulting Lender’s breach of itsobligations under this Agreement; *seventh*, to thepayment of any amounts owing to the Borrower as a result of any judgment of acourt of competent jurisdiction obtained by the Borrower against suchDefaulting Lender as a result of such Defaulting Lender’s breach of itsobligations under this Agreement; and *eighth*, to suchDefaulting Lender or as otherwise directed by a court of competentjurisdiction; provided that if such payment is (x) a prepayment ofthe principal amount of any Committed Loans or L/C Borrowings in respect ofwhich such Defaulting Lender has funded its participation obligations and (y) madeat a time when the conditions set forth in Section 4.02 aresatisfied, such payment shall be applied solely to prepay the Committed Loansof, and L/C Borrowing owed to, all non-Defaulting Lenders pro rata prior tobeing applied to the prepayment of any Committed Loans, or L/C Borrowings owedto, any Defaulting Lender.  Any payments,prepayments or other amounts paid or payable to a Defaulting Lender that areapplied pursuant to this subsection 2.15(a)(ii) shall bedeemed paid to and redirected by such Defaulting Lender, and each Lender(including, without limitation, such Defaulting Lender) irrevocably consentsthereto.

 

(iii)                               Certain Fees.  A Defaulting Lender (i) shall not beentitled to receive any commitment fee pursuant to Section 2.08(a) forany period during which that Lender is a Defaulting Lender (and the Borrowershall not be required to pay any fee that otherwise would have been required tohave been paid to that Defaulting Lender) and (ii) shall be limited in itsright to receive Letter of Credit Fees as provided in Section 2.03(i).

 

(iv)                              Reallocation ofApplicable Percentages to Reduce Fronting Exposure.  During any period in which there is aDefaulting Lender as to which the L/C Issuer has not received Cash Collateralpursuant to Section 2.03, then for 

 

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purposesof computing the amount of the obligation of each non-Defaulting Lender toacquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03,the “Applicable Percentage” of each non-Defaulting Lender shall be computedwithout giving effect to the Commitment of that Defaulting Lender; provided,that, (i) each reallocation shall be given effect only if, at the initialdate thereof, no Default or Event of Default shall have occurred and becontinuing; and (ii) in all cases, the obligation of each non-DefaultingLender to acquire, refinance or fund participations in Letters of Credit shallnot exceed the positive difference, if any, of (1) the Commitment of thatnon-Defaulting Lender minus (2) the sum of (x) the aggregateOutstanding Amount of the Committed Loans of that Lender, plus (y) suchLender’s Applicable Percentage of the Outstanding Amount of all other L/CObligations (prior to giving effect to such reallocation).

 

(b)                 Defaulting Lender Cure.  If the Borrower, the Administrative Agent,and the L/C Issuer agree in writing in their sole discretion that a DefaultingLender should no longer be deemed to be a Defaulting Lender, the AdministrativeAgent will so notify the parties hereto, whereupon as of the effective datespecified in such notice and subject to any conditions set forth therein (whichmay include arrangements with respect to any Cash Collateral), such Lenderwill, to the extent applicable, purchase such portion of outstanding Loans ofthe other Lenders or take such other actions as the Administrative Agent maydetermine to be necessary to cause the Committed Loans and funded and unfundedparticipations in Letters of Credit to be held on a pro rata basis by the Lendersin accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)),whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactively with respect to fees accrued orpayments made by or on behalf of the Borrower while such Lender was aDefaulting Lender; and provided, further, that except to theextent otherwise expressly agreed by the affected parties, no change hereunderfrom Defaulting Lender to Lender will constitute a waiver or release of anyclaim of any party hereunder arising from such Lender’s having been aDefaulting Lender.

 

# **ARTICLEIII.**TAXES, YIELD PROTECTION AND ILLEGALITY

# ** **

## 3.01                           **Taxes.**

## ** **

(a)                  Payments Free of Taxes.  Except as otherwise provided in thisAgreement, 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 shallbe made free and clear of and without reduction or withholding for anyIndemnified Taxes or Other Taxes, provided that if the Parent, the Borrower orany Subsidiary shall be required by applicable law to deduct any IndemnifiedTaxes (including any Other Taxes) from such payments, then (i) the sumpayable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable underthis Section) the Administrative Agent, Lender or L/C Issuer, as the case maybe, receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) the Parent, the Borrower and their Subsidiariesshall make such deductions and (iii) the Parent, the Borrower and their

 

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Subsidiariesshall timely pay the full amount deducted to the relevant GovernmentalAuthority in accordance with applicable law.

 

(b)                 Payment of Other Taxes bythe Loan Parties.  Withoutlimiting the provisions of subsection (a) above, the Parent, the Borrowerand their Restricted Subsidiaries shall timely pay any Other Taxes to therelevant Governmental Authority in accordance with applicable law.

 

(c)                  Indemnification by theBorrower.  TheBorrower shall indemnify the Administrative Agent, each Lender and the L/CIssuer, within 30 days after its receipt of a reasonably detailed writteninvoice therefor, for the full amount of any Indemnified Taxes or Other Taxes(including Indemnified Taxes or Other Taxes imposed or asserted on orattributable to amounts payable under this Section) paid by the AdministrativeAgent, 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 legallyimposed or asserted by the relevant Governmental Authority.  A duly executed certificate, prepared in goodfaith, as to the amount of such payment or liability delivered to the Borrower bya Lender or the L/C Issuer (with a copy to the Administrative Agent), or by theAdministrative Agent on its own behalf or on behalf of a Lender or the L/CIssuer, shall be presumptively correct absent manifest error.

 

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

 

(e)                  Status of Lenders.  Any Foreign Lender that is entitled to anexemption from or reduction of withholding tax under the law of the jurisdictionin which the Borrower is resident for tax purposes, or any treaty to which suchjurisdiction is a party, with respect to payments hereunder or under any otherLoan Document shall deliver to the Borrower (with a copy to the AdministrativeAgent), at the time or times prescribed by applicable law or reasonablyrequested by the Borrower or the Administrative Agent, such properly completedand duly executed documentation prescribed by applicable law as will permitsuch payments to be made without withholding or at a reduced rate ofwithholding.  In addition, any Lender, ifrequested by the Borrower or the Administrative Agent, shall deliver such otherdocumentation prescribed by applicable law or reasonably requested by theBorrower or the Administrative Agent as will enable the Borrower or theAdministrative Agent to determine whether or not such Lender is subject tobackup withholding or information reporting requirements.

 

Without limiting thegenerality of the foregoing, in the event that the Borrower is resident for taxpurposes in the United States, any Foreign Lender shall deliver to the Borrowerand the Administrative Agent (in such number of copies as shall be requested bythe recipient) on or prior to the date on which such Foreign Lender becomes a Lenderunder this Agreement (and 

 

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fromtime to time thereafter upon the request of the Borrower or the AdministrativeAgent, but only if such Foreign Lender is legally entitled to do so), whicheverof the following is applicable:

 

(i)                                     two accurateand complete original signed copies of Internal Revenue Service Form W-8BENclaiming eligibility for benefits of an income tax treaty to which the UnitedStates is a party,

 

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

 

(iii)                               in the case ofa Foreign Lender claiming the benefits of the exemption for portfolio interestunder Section 881(c) of the Code, (x) a duly executedcertificate 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 “10percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) ofthe Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) ofthe Code and (y) two accurate and complete original signed copies ofInternal Revenue Service Form W-8BEN, or

 

(iv)                              any other formprescribed by applicable law as a basis for claiming exemption from or areduction in United States Federal withholding tax duly completed together withsuch supplementary documentation as may be prescribed by applicable law topermit the Borrower to determine the withholding or deduction required to bemade.

 

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

 

(f)                    Treatment ofCertain Refunds.  If theAdministrative Agent, any Lender or the L/C Issuer determines, in its solediscretion, that it has received a refund of any Taxes or Other Taxes as towhich it has been indemnified by the Borrower or with respect to which theBorrower has paid additional amounts pursuant to this Section, it shall pay tothe Borrower an amount equal to such refund (but only to the extent ofindemnity payments made, or additional amounts paid, by the Borrower under thisSection with respect to the Taxes or Other Taxes giving rise to suchrefund), net of all out-of-pocket expenses of the Administrative Agent, suchLender or the L/C Issuer, as the case may be, and without interest (other thanany interest paid by the relevant Governmental Authority with respect to suchrefund), provided that the Borrower, upon the request of theAdministrative Agent, such Lender or the L/C Issuer, agrees to repay the amountpaid over to the Borrower (plus any penalties, interest or other chargesimposed by the relevant Governmental Authority) to the Administrative Agent,such Lender or the L/C Issuer in the event the Administrative Agent, suchLender or the L/C Issuer is required to repay such refund to such GovernmentalAuthority.  This subsection shall not beconstrued 

 

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torequire the Administrative Agent, any Lender or the L/C Issuer to makeavailable its tax returns (or any other information relating to its taxes thatit deems confidential) to the Borrower or any other Person.

 

## 3.02                           **Illegality.**  If any Lender determines that any Law hasmade it unlawful, or that any Governmental Authority has asserted that it isunlawful, for any Lender or its applicable Lending Office to make, maintain orfund Eurodollar Rate Loans, or to determine or charge interest rates based uponthe Eurodollar Rate, or any Governmental Authority has imposed materialrestrictions on the authority of such Lender to purchase or sell, or to takedeposits of, Dollars in the London interbank market, then, on notice thereof bysuch Lender to the Borrower through the Administrative Agent, any obligation ofsuch Lender to make or continue Eurodollar Rate Loans or to convert Base RateLoans to Eurodollar Rate Loans shall be suspended until such Lender notifiesthe Administrative Agent and the Borrower that the circumstances giving rise tosuch determination no longer exist, which it shall do promptly.  Upon receipt of such notice, the Borrowershall, within 30 days of receipt of a reasonably detailed written invoicetherefor from such Lender (with a copy to the Administrative Agent), convertall Eurodollar Rate Loans of such Lender to Base Rate Loans or prepay allEurodollar Rate Loans, either on the last day of the Interest Period therefor,if such Lender may lawfully continue to maintain such Eurodollar Rate Loans tosuch day, or immediately, if such Lender may not lawfully continue to maintainsuch Eurodollar Rate Loans.  Upon anysuch prepayment or conversion, the Borrower shall also pay accrued interest onthe amount so prepaid or converted.

##  

## 3.03                           **Inabilityto Determine Rates.**  If theRequired Lenders determine that for any reason in connection with any requestfor a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollardeposits are not being offered to banks in the London interbank Eurodollarmarket for the applicable amount and Interest Period of such Eurodollar RateLoan, (b) adequate and reasonable means do not exist for determining theEurodollar Rate for any requested Interest Period with respect to a proposedEurodollar Rate Loan, or (c) the Eurodollar Rate for any requestedInterest Period with respect to a proposed Eurodollar Rate Loan does notadequately and fairly reflect the cost to such Lenders of funding such Loan (asdetermined by the Required Lenders for borrowers generally), the AdministrativeAgent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders tomake or maintain Eurodollar Rate Loans shall be suspended until theAdministrative Agent revokes such notice, which it shall do promptly when suchcircumstances cease to exist or change. Upon receipt of such notice, the Borrower may revoke any pending requestfor 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 fora Borrowing of Base Rate Loans in the amount specified therein.

##  

## 3.04                           **IncreasedCosts; Reserves on Eurodollar Rate Loans.**

## ** **

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

 

(i)                                     impose, modifyor deem applicable any reserve, special deposit, compulsory loan, insurancecharge or similar requirement against assets of, deposits with or for theaccount of, or credit extended or participated in by, any 

 

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Lender(except any reserve requirement contemplated by Section 3.04(e)) orthe L/C Issuer;

 

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

 

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

 

and the result of any of theforegoing shall be to increase the cost to such Lender of making or maintainingany Eurodollar Rate Loan (or of maintaining its obligation to make any suchLoan), or to increase the cost to such Lender or the L/C Issuer ofparticipating in, issuing or maintaining any Letter of Credit (or ofmaintaining 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 theL/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 suchLender or the L/C Issuer, as the case may be, such additional amount or amountsas will compensate such Lender or the L/C Issuer, as the case may be, for suchadditional costs incurred or reduction suffered.

 

(b)                 Capital Requirements.  If any Lender or the L/C Issuer determinesthat any Change in Law affecting such Lender or the L/C Issuer or any LendingOffice of such Lender or such Lender’s or the L/C Issuer’s holding company, ifany, regarding capital requirements has or would have the effect of reducingthe rate of return on such Lender’s or the L/C Issuer’s capital or on thecapital of such Lender’s or the L/C Issuer’s holding company, if any, as aconsequence of this Agreement, the Commitments of such Lender or the Loans madeby, or participations in Letters of Credit held by, such Lender, or the Lettersof Credit issued by the L/C Issuer, to a level below that which such Lender orthe L/C Issuer or such Lender’s or the L/C Issuer’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s orthe L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’sholding company with respect to capital adequacy), then from time to time theBorrower will pay to such Lender or the L/C Issuer, as the case may be, suchadditional amount or amounts as will compensate such Lender or the L/C Issueror such Lender’s or the L/C Issuer’s holding company for any such reductionsuffered.

 

(c)                  Certificates forReimbursement.  Acertificate of a Lender or the L/C Issuer setting forth the amount or amountsnecessary 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) ofthis Section and delivered to the Borrower shall be presumptively correctabsent manifest error.  The Borrowershall pay such Lender or the L/C Issuer, as the case may be, the amount shownas due on any such certificate within 30 days after receipt thereof.

 

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(d)                 Delay in Requests.  Failure or delay on the part of any Lender orthe L/C Issuer to demand compensation pursuant to the foregoing provisions ofthis Section shall not constitute a waiver of such Lender’s or the L/CIssuer’s right to demand such compensation, provided that the Borrowershall not be required to compensate a Lender or the L/C Issuer pursuant to theforegoing provisions of this Section for any increased costs incurred orreductions suffered more than six months prior to the date that such Lender orthe L/C Issuer, as the case may be, notifies the Borrower of the Change in Lawgiving rise to such increased costs or reductions and of such Lender’s or theL/C Issuer’s intention to claim compensation therefor (except that, if theChange 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 theperiod of retroactive effect thereof).

 

(e)                  Reserves on Eurodollar RateLoans.  The Borrower shall pay to eachLender, as long as such Lender shall be required to maintain reserves withrespect to liabilities or assets consisting of or including Eurocurrency fundsor deposits (currently known as “Eurocurrency liabilities”), additionalinterest on the unpaid principal amount of each Eurodollar Rate Loan equal tothe actual costs of such reserves allocated to such Loan by such Lender (asdetermined by such Lender in good faith, which determination shall bepresumptively correct absent manifest error), which shall be due and payable oneach date on which interest is payable on such Loan, provided theBorrower shall have received at least 10 Business Days’ prior notice (with acopy to the Administrative Agent) of such additional interest from suchLender.  If a Lender fails to give notice10 Business Days prior notice to the relevant Interest Payment Date, suchadditional interest shall be due and payable 10 Business Days from receipt ofsuch notice.

 

## 3.05                           **Compensationfor Losses.**  Within 30days of receipt of a reasonably detailed written invoice therefor, the Borrowershall promptly compensate such Lender for and hold such Lender harmless fromany loss (but not lost profits), cost or expense actually incurred by it as aresult of:

##  

(a)                  any continuation,conversion, payment or prepayment of any Loan other than a Base Rate Loan on aday other than the last day of the Interest Period for such Loan (whethervoluntary, 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 thefailure of such Lender to make a Loan) to prepay, borrow, continue or convertany Loan other than a Base Rate Loan on the date or in the amount notified bythe Borrower; or

** **

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

 

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

 

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For purposes of calculatingamounts 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 itat the Eurodollar Rate for such Loan by a matching deposit or other borrowingin the London interbank Eurodollar market for a comparable amount and for acomparable period, whether or not such Eurodollar Rate Loan was in fact sofunded.

 

## 3.06                           **MitigationObligations; Replacement of Lenders.**

## ** **

(a)                  Designation of a DifferentLending Office.  If anyLender requests compensation under Section 3.04, or the Borrower isrequired to pay any additional amount to any Lender or any GovernmentalAuthority for the account of any Lender pursuant to Section 3.01,or if any Lender gives a notice pursuant to Section 3.02, then suchLender shall use reasonable efforts to designate a different Lending Office forfunding or booking its Loans hereunder or to assign its rights and obligationshereunder to another of its offices, branches or affiliates, if, in thejudgment of such Lender, such designation or assignment (i) wouldeliminate 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 noticepursuant to Section 3.02, as applicable, and (ii) in eachcase, would not subject such Lender to any unreimbursed cost or expense andwould not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay allreasonable costs and expenses incurred by any Lender in connection with anysuch designation or assignment.

 

(b)                 Replacement of Lenders.  If (i) any Lender requests compensationunder 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 anyLender 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 IIIshall survive termination of the Aggregate Commitments and repayment of allother Obligations hereunder.

##  

# **ARTICLEIV.**CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

# ** **

## 4.01                           **Conditionsof Initial Credit Extension.**  The obligation of the L/C Issuer and eachLender to make its initial Credit Extension hereunder is subject tosatisfaction or waiver of the following conditions precedent:

##  

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

 

(i)                                     executedcounterparts of this Agreement and the Guaranty, sufficient in number fordistribution to the Administrative Agent, each Lender and the Borrower;

 

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

 

(iii)                               a pledgeagreement in form and substance reasonably satisfactory to the AdministrativeAgent (the “Parent/Borrower Pledge Agreement”), executed by the Parentand the Borrower granting to the Administrative Agent, for the benefit of theLenders, a first priority security interest in all of the issued andoutstanding Equity Interests of the Borrower and in the other Collateral; andthe Parent and the Borrower shall have delivered to the Administrative Agentall certificates, if any, evidencing such Equity Interests, all UCC-1s and allpowers, 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 maybe reasonably required by the Administrative Agent to effect the grant andfirst priority perfection of the Administrative Agent’s security interest insuch Equity Interests;

 

(iv)                              a pledgeagreement in form and substance reasonably satisfactory to the AdministrativeAgent (the “Subsidiary Pledge Agreement”), executed by each RestrictedSubsidiary of the Parent and the Borrower necessary to pledge the Collateralnot described in subsection (iii) preceding, for the benefit of theLenders, a first priority security interest in all of the issued andoutstanding Equity Interests of each Restricted Subsidiary owned by suchPerson; each such Restricted Subsidiary shall have delivered to theAdministrative Agent all certificates, if any, evidencing such EquityInterests, all UCC-1s and all powers, duly endorsed in blank, with respectthereto; each such Restricted Subsidiary shall have taken all actions as may berequired by the Administrative Agent to effect the grant and first priorityperfection of the Administrative Agent’s security interest in such EquityInterests;

 

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

 

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

 

(vii)                           a favorableopinion of (A) Latham & Watkins, LLP, counsel to the LoanParties, addressed to the Administrative Agent and each Lender, in form andsubstance reasonably satisfactory to the Administrative Agent and (B) FCC 

 

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counselto the Loan Parties, in each case dated the Closing Date, addressed to theLenders and in form and substance reasonably satisfactory to the AdministrativeAgent;

 

(viii)                        a certificateof a Responsible Officer of each Loan Party either (A) attaching copies ofall material consents, licenses and approvals required in connection with theexecution, delivery and performance by such Loan Party and the validity againstsuch Loan Party of the Loan Documents to which it is a party, and suchconsents, licenses and approvals shall be in full force and effect, or (B) statingthat no such consents, licenses or approvals are so required;

 

(ix)                                a certificateof the Borrower certifying (A) that the conditions specified in Sections4.02(a) and (b) have been satisfied, and (B) thatthere has been no event or circumstance since the date of the Audited FinancialStatements that has had or could be reasonably expected to have, eitherindividually or in the aggregate, a Material Adverse Effect;

 

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

 

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

 

(xii)                             such otherassurances, certificates, documents, consents or opinions as the AdministrativeAgent, the L/C Issuer or the Required Lenders reasonably may require.

 

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

 

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

 

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

 

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

 

(f)                    The absence of any action,suit, investigation or proceeding pending or, to the actual knowledge of amember of the executive management of the Parent, the Borrower or 

 

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anyof their Restricted Subsidiaries, threatened, in any court or before anyarbitrator or Governmental Authority that could reasonably be expected to (i) havea material adverse effect on the business, assets, properties, liabilities(actual and contingent), operations or financial condition of the Parent, theBorrower and their Subsidiaries, taken as a whole, (ii) materially andadversely affect the ability of the Borrower or any Guarantor to perform itsobligations under any material provision of the Loan Documents or (iii) materiallyand adversely affect the rights and remedies of the Agents or the Lenders underthe Loan Documents.

 

Without limiting thegenerality of the provisions of Section 9.04, for purposes ofdetermining compliance with the conditions specified in this Section 4.01,each Lender that has signed this Agreement shall be deemed to have consentedto, approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless the Administrative Agent shall have receivednotice from such Lender prior to the proposed Closing Date specifying itsobjection thereto.

 

## 4.02                           **Conditionsto all Credit Extensions.**  Theobligation of each Lender to honor any Request for Credit Extension (other thana Loan Notice requesting only a conversion of Loans to the other Type, or acontinuation of Eurodollar Rate Loans) is subject to the satisfaction of eachof the following conditions precedent:

##  

(a)                  The representations andwarranties of the Borrower and each other Loan Party contained in Article Vor any other Loan Document, or which are contained in any document furnished atany time under or in connection herewith or therewith, shall be true andcorrect in all material respects on and as of the date of such CreditExtension, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they shall be true andcorrect in all material respects as of such earlier date, and except that for purposesof this Section 4.02, the representations and warranties containedin subsections (a) and (b) of Section 5.05 shall bedeemed to refer to the most recent statements furnished pursuant to clauses (a) and(b), respectively, of Section 6.01.

 

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

 

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

 

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

 

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

 

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# **ARTICLEV.**REPRESENTATIONS AND WARRANTIES

# ** **

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

 

## 5.01                           **Existence,Qualification and Power; Compliance with Laws.**  Each Loan Party and each RestrictedSubsidiary thereof (a) is duly organized or formed, validly existing andin good standing under the Laws of the jurisdiction of its incorporation ororganization, (b) has all requisite power and authority and all requisitegovernmental licenses, authorizations, consents and approvals to (i) ownits assets and carry on its business and (ii) execute, deliver and performits obligations under the Loan Documents to which it is a party, (c) isduly qualified and is licensed and in good standing under the Laws of eachjurisdiction where its ownership, lease or operation of properties or theconduct of its business requires such qualification or license, and (d) isin 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 tohave a Material Adverse Effect.

##  

## 5.02                           **Authorization;No Contravention.**  Theexecution, delivery and performance by each Loan Party of each Loan Document towhich such Person is party, have been duly authorized by all necessarycorporate or other organizational action, and do not and will not (a) contravenethe terms of any of such Person’s Organization Documents; (b) conflictwith or result in any breach or contravention of, or the creation of any Lienunder, or require any payment to be made under any Material ContractualObligation or Material Operating Agreement, (c) conflict with or result inany breach or contravention of, any order, injunction, writ or decree of anyGovernmental Authority or any arbitral award to which such Person or itsproperty is subject; or (d) except as would not have a Material AdverseEffect, violate any Law.  On the ClosingDate, each Loan Party and each Subsidiary thereof is in compliance in allmaterial respects with all Material Contractual Obligations and MaterialOperating Agreements.

##  

## 5.03                           **GovernmentalAuthorization; Other Consents.**  Subject to Section 10.16, no approval,consent, exemption, authorization, or other action by, or notice to, or filingwith, the FCC or any other Governmental Authority or any other Person isnecessary or required in connection with the (a) execution, delivery orperformance by, or enforcement against, any Loan Party of this Agreement or anyother Loan Document, (b) the grant by any Loan Party of the Liens grantedby it pursuant to the Collateral Documents, (c) the perfection ormaintenance of the Liens created under the Collateral Documents (including thefirst priority nature thereof) or (d) the exercise by the AdministrativeAgent or any Lender of its rights under the Loan Documents or the remedies inrespect of the Collateral pursuant to the Collateral Documents, except routinefilings with the FCC (e.g., of the Loan Agreement and the Collateral Documents)and the SEC (e.g., a Form 8-K) and filings of UCC-1 financing statementsand any required continuations thereof.

##  

## 5.04                           **BindingEffect.**  This Agreement has been, andeach other Loan Document, when delivered hereunder, will have been, dulyexecuted and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each otherLoan Document when so delivered will constitute, a legal, valid and bindingobligation of such Loan Party, enforceable against each Loan Party that isparty thereto in accordance with its terms, except to the extent that the

 

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##  

## enforceability hereof andthereof may be limited by bankruptcy, insolvency or like laws affectingcreditors rights generally and by the application of general equitableprinciples (whether such enforcement is sought by proceedings in equity orlaw).

##  

## 5.05                           **FinancialStatements; No Material Adverse Effect.**

## ** **

(a)                  The Audited FinancialStatements (i) were prepared in accordance with GAAP consistently appliedthroughout the period covered thereby, except as otherwise expressly notedtherein; (ii) fairly present in all material respects the financialcondition of the Parent, the Borrower and their Subsidiaries as of the datethereof and their results of operations for the period covered thereby inaccordance with GAAP consistently applied throughout the period coveredthereby, except as otherwise expressly noted therein; and (iii) show allmaterial indebtedness and other liabilities, direct or contingent, of theParent, the Borrower and their Subsidiaries as of the date thereof, includingliabilities for taxes, material commitments and Indebtedness to the extentrequired by GAAP to be shown therein.

 

(b)                 The unaudited consolidatedbalance 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) wereprepared in accordance with GAAP consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein, and (ii) fairlypresent the financial condition of the Borrower and its Subsidiaries as of thedate thereof and their results of operations for the period covered thereby,subject, in the case of clauses (i) and (ii), to condensed footnotes, theuse of GAAP for interim financial statements and to normal year-end auditadjustments.  Schedule 5.05sets forth all material indebtedness and other liabilities, direct orcontingent, of the Parent, the Borrower and their consolidated Subsidiaries asof the date of such financial statements, including liabilities for taxes,material commitments and Indebtedness, in each case only to the extent eachsuch indebtedness or each such liability exceeds $20,000,000.

 

(c)                  Since the date of theAudited Financial Statements, there has been no event or circumstance, eitherindividually or in the aggregate, that has had or could reasonably be expectedto have a Material Adverse Effect.

 

## 5.06                           **Litigation.**  Except for regulatory issues affecting theindustry as a whole, there is no action, suit, complaint, proceeding, inquiryor investigation at law or in equity, or by or before any court or governmentalinstrumentality or agency, nor any order (including, any order to show cause ororder of forfeiture), decree or judgment in effect, pending or, to the best of theParent’s and the Borrower’s knowledge, threatened against or affecting any LoanParty, any Station or any of the properties or rights relating to any Stationwhich could reasonably be expected to have a Material Adverse Effect.  Except for regulatory issues affecting theindustry as a whole and except for repeat filers that are nuisance filers andtheir affiliates, agents and representatives, no Person has filed or, to thebest of the Borrower’s knowledge, threatened to file, any competingapplication, petition to deny, petition for reconsideration or other oppositionagainst any application, including any renewal application, filed or to befiled by any Loan Party, that could in any such case reasonably be expected tohave a Material Adverse Effect.

 

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

##  

## 5.08                           **Ownershipof Property; Liens.**  Each of theParent, the Borrower and each Restricted Subsidiary has good title in feesimple to, or valid leasehold interests in, all real property necessary or usedin the ordinary conduct of its business, except for such defects in title ascould not reasonably be expected to have a Material Adverse Effect.  The property of the Parent, the Borrower andtheir Restricted Subsidiaries is subject to no Liens, except Liens permitted bySection 7.01.

##  

## 5.09                           **EnvironmentalCompliance.**  The Parent,the Borrower and their Subsidiaries have obtained all material permits,licenses and other authorizations which are required under applicableEnvironmental Laws and are in compliance with such Environmental Laws, exceptfor such failures to obtain and such non compliance as could not, individuallyor in the aggregate, reasonably be expected to nave a Material Adverse Effect.

##  

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

##  

## 5.11                           **Taxes.**  The Parent, the Borrower and their RestrictedSubsidiaries have filed all Federal income tax and all other material federaland state tax returns and reports required to be filed, and have paid allFederal, state and other material taxes, assessments, fees and othergovernmental charges shown thereon to be owing by them, except those which arebeing contested in good faith by appropriate proceedings diligently conductedand for which adequate reserves have been provided if and to the extentrequired in accordance with GAAP.  On theClosing Date, there is no proposed tax assessment against the Parent, theBorrower or any Restricted Subsidiary that would, if made, have a MaterialAdverse Effect.  On the Closing Date, noLoan Party is party to any tax sharing agreement.

##  

## 5.12                           **ERISACompliance.**

## ** **

(a)                  Except as could notreasonably be expected to have a Material Adverse Effect, each Plan is incompliance with the applicable provisions of ERISA, the Code and other Federalor state Laws.  Each Plan that isintended to qualify under Section 401(a) of the Code has received afavorable determination letter from the IRS or an application for such a letteris currently being processed by the IRS with respect thereto and, to the bestknowledge of the Parent and the Borrower, nothing has occurred which wouldprevent, or cause the loss of, such qualification.  The Parent, the Borrower and each ERISAAffiliate have made all required contributions to each Plan subject to Section 412of the Code, and no application for a funding waiver or an extension of anyamortization period pursuant to Section 412 of the Code has been made withrespect to any Plan.

 

(b)                 There are no pending or, tothe best knowledge of the Parent and the Borrower, threatened claims, actionsor lawsuits, or action by any Governmental Authority, with respect to any Planthat could be reasonably be expected to have a Material Adverse Effect.  There has 

 

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beenno prohibited transaction or violation of the fiduciary responsibility rules withrespect to any Plan that has resulted or could reasonably be expected to resultin a Material Adverse Effect.

 

(c)                  Except as could notreasonably be expected to have a Material Adverse Effect, (i) No ERISAEvent has occurred within the past six years or is reasonably expected tooccur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neitherthe Parent, the Borrower nor any ERISA Affiliate has incurred, or reasonablyexpects to incur, any liability (and no event has occurred which, with thegiving of notice under Section 4219 of ERISA, would result in suchliability) under Sections 4201 or 4243 of ERISA with respect to a MultiemployerPlan; and (iv) neither the Parent, the Borrower nor any ERISA Affiliatehas engaged in a transaction that could be subject to Sections 4069 or 4212(c) ofERISA.

 

## 5.13                           **Subsidiaries;Equity Interests.**  As of theClosing Date, the Parent and the Borrower have no Subsidiaries other than thosespecifically disclosed in Part (a) of Schedule 5.13, andall of the outstanding Equity Interests in the Restricted Subsidiaries have beenvalidly issued, are fully paid and nonassessable and are owned by a Loan Partyin the amounts specified on Part (a) of Schedule 5.13free and clear of all Liens, except Liens securing the Obligations.  As of the Closing Date, the Borrower has noequity Investments in any other corporation or entity other than thosespecifically disclosed in Part (b) of Schedule 5.13.  As of the Closing Date, all of theoutstanding Equity Interests in the Borrower have been validly issued, and arefully paid and nonassessable and are owned by the Loan Parties reflected onsuch Schedule in the amounts specified on Part (c) of Schedule 5.13free and clear of all Liens, except Liens securing the Obligations.

##  

## 5.14                           **MarginRegulations; Investment Company Act.**

## ** **

(a)                  The Borrower is not engagedand will not engage, principally or as one of its important activities, in thebusiness of purchasing or carrying margin stock (within the meaning ofRegulation U issued by the FRB), or extending credit for the purpose ofpurchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawingunder 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 theirSubsidiaries on a consolidated basis) will be margin stock.  None of the proceeds of any Borrowing will beused by the Loan Parties to buy or hold margin stock.

 

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

 

## 5.15                           **Disclosure.**  The Borrower has disclosed to theAdministrative Agent all agreements, instruments and corporate or othercontractual restrictions to which it, the Parent or any of their Subsidiariesis subject, in each case that would reasonably be expected to result in aMaterial Adverse Effect.  No report,financial statement, certificate or other written information furnished by anyLoan Party to the Administrative Agent or any Lender in connection with thesyndication of this transaction, negotiation of this Agreement or deliveredhereunder or under any other Loan Document (in each case, as modified orsupplemented by other information so 

 

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## furnished) when taken as awhole contains any material misstatement of fact or omits to state any materialfact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided that,with respect to projected financial information, the Borrower represents onlythat such information was prepared in good faith based upon assumptionsbelieved to be reasonable at the time in light of the circumstances when made.

##  

## 5.16                           **Compliancewith Laws.**  Each of theParent, the Borrower and each Subsidiary is in compliance in all materialrespects with the requirements of all Laws and all orders, writs, injunctionsand decrees applicable to it or to its properties, except in such instances inwhich (a) such requirement of Law or order, writ, injunction or decree isbeing contested in good faith by appropriate proceedings diligently conductedor (b) the failure to comply therewith, either individually or in theaggregate, could not reasonably be expected to have a Material AdverseEffect.  Each of the Parent, the Borrowerand each Subsidiary is in compliance with the rules and regulations of theFCC relating to the operation of television and radio stations, except to theextent that any failure to file or failure to comply could not reasonably beexpected to have a Material Adverse Effect.

##  

## 5.17                           **LicenseSubsidiaries.**  Except (i) forLicenses for the States of Pennsylvania, Louisiana and such other States asagreed to in writing by the Administrative Agent from time to time, (ii) asconsented to by the Agents in connection with a Permitted Acquisition (for aperiod of not longer than 45 days or such longer time agreed to by theAdministrative Agent), (iii) as held by an Unrestricted Subsidiary inaccordance with the terms hereof, no Loan Party (other than a LicenseSubsidiary) holds any License issued by the FCC.  No License Subsidiary (a) has anyIndebtedness (other than the Obligations and Indebtedness owing by a LicenseSubsidiary to another Loan Party), (b) has any assets other than FCCLicenses, (c) is a party to or bound by any contract or agreement otherthan agreements pursuant to which Loan Parties that are not LicenseSubsidiaries manage and operate the Stations, (d) conducts any business or(e) has any employees, and there are no Liens of any nature whatsoever onany of the property or assets of any License Subsidiary except Liens in favorof the Administrative Agent for the benefit of the Secured Parties.  Each License Subsidiary is a RestrictedSubsidiary, unless designated an Unrestricted Subsidiary in accordance with theterms of this Agreement and in accordance with the provisions of Section 7.17.

##  

## 5.18                           **The Parent.**

## ** **

(a)                  Except as otherwise setforth in this Section 5.18, the Parent has no Indebtedness (otherthan (i) pursuant hereto and the other Loan Documents, (ii) certaintrade payables reasonably incurred in the ordinary course of the operation ofthe Stations and of the Parent’s corporate headquarters, (iii) pursuant tothe Indentures and (iv) pursuant to Section 7.03);

 

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

 

(c)                  Except as otherwise setforth in this Section 5.18, the Parent is not a party to or boundby any contract or agreement other than the Station Contracts and othercontractual 

 

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arrangementsentered into in the ordinary course of business consistent with therestrictions set forth in subsection (d)(iii) below; and

 

(d)                 Except as otherwise setforth in this Section 5.18, the Parent does not conduct anybusiness other than

 

(i)                                     holding theEquity Interests in the Borrower,

 

(ii)                                  entering intoand performing Station Contracts, and

 

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

 

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

 

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

##  

## 5.20                           **CollateralDocuments.**

## ** **

(a)                  The provisions of theCollateral Documents are effective to create in favor of the AdministrativeAgent for the benefit of the Secured Parties a legal, valid and enforceableLien (subject to Liens permitted by Section 7.01) on all right,title and interest of the respective Loan Parties party thereto in theCollateral.  Except for Liens permittedby Section 7.01, (a) the Collateral (except for theNon-Perfected Collateral) is subject to a first and prior Lien in favor of theAdministrative Agent for the benefit of the Secured Parties securing theObligations and (b) the Non-Perfected Collateral is subject to a Lien infavor of the Administrative Agent for the benefit of the Secured Partiessecuring the Obligations.  Except for (x) UCCfilings completed within ten (10) days after the First Amendment EffectiveDate and as contemplated hereby and by the Collateral Documents, (y) intellectualproperty and other filings which are not required to be made pursuant to theterms of this Agreement and the Collateral Documents and (z) delivery tothe Administrative Agent of (i) promissory notes and securities (otherthan Equity Interests in Restricted Subsidiaries) created or acquired after theFirst Amendment Effective Date to the extent such promissory notes andsecurities, together with all promissory notes and securities previouslydelivered to the Administrative Agent, aggregate in value $5,000,000 or moreand (ii) the Equity Interests in Restricted Subsidiaries created oracquired after the First Amendment Effective Date, no other filing or otheraction will be necessary to perfect such Liens in Collateral other thanNon-Perfected Collateral.

 

(b)                 As of the First AmendmentEffective Date, none of the Parent, the Borrower nor any Restricted Subsidiaryhas any interest in any tangible negotiable instruments, instruments (otherthan Equity Interests and promissory notes) or tangible chattel paper thataggregate in value $200,000 or more.

 

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# **ARTICLEVI.**AFFIRMATIVE COVENANTS

# ** **

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

 

## 6.01                           **FinancialStatements.**  Deliver tothe Administrative Agent, in form and detail satisfactory to the AdministrativeAgent:

##  

(a)                  as soon as available, but inany event within 90 days after the end of each fiscal year of the Borrower, aconsolidated balance sheet of the Parent (including the accounts of theBorrower and their Subsidiaries) as at the end of such fiscal year, and therelated consolidated statements of income or operations, shareholders’ equityand cash flows for such fiscal year, setting forth in each case in comparativeform the figures for the previous fiscal year, all in reasonable detail andprepared in accordance with GAAP, such consolidated statements to be auditedand accompanied by a report and opinion of one of the “Big Four” certifiedaccounting firms or another independent certified public accountant ofnationally recognized standing or otherwise reasonably acceptable to theAgents, which report and opinion (as to the financial statements) shall beprepared in accordance with generally accepted auditing standards and shall notbe subject to any qualification or exception not reasonably acceptable to theAdministrative Agent; and

 

(b)                 as soon as available, but inany event within 45 days after the end of each of the first three fiscalquarters of each fiscal year of the Parent, the following financial statementsas of the end of such fiscal quarter: (i) condensed consolidated balancesheet as of the fiscal quarter then ended with a comparison to the balancesheet as of the most recently ended fiscal year; (ii) condensedconsolidated statements of income or operations for the most recently endedquarterly period for such fiscal year and for the portion of the fiscal yearthen ended, in comparative form; and (iii) condensed consolidatedstatements of cash flows for the portion of the fiscal year then ended, incomparative form.  The condensedconsolidated interim unaudited financial statements shall be prepared inaccordance with GAAP for interim financial information and shall be accompaniedby the certifications required by the rules and regulations of the SEC.

 

Notwithstanding theforegoing, (i) in the event that the Parent timely files an Annual Reporton Form 10-K for such fiscal year with the SEC that is made publiclyavailable through EDGAR that meets all the requirements set forth in Section 6.01(a) precedingother than the delivery requirement to the Administrative Agent, such filingshall 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-Qfor such fiscal quarter with the SEC that is made publicly available throughEDGAR that meets all the requirements set forth in Section 6.01(b) precedingother than the delivery requirement to the Administrative Agent, such filingshall 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 

 

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haveto satisfy the requirement that such information be in form and detailsatisfactory to the Administrative Agent and the Required Lenders.

 

## 6.02                           **Certificates;Other Information.**  Deliver tothe Administrative Agent:

##  

(a)                  concurrently with thedelivery of the financial statements referred to in Sections 6.01(a) and(b), a duly completed Compliance Certificate signed by a ResponsibleOfficer of the Borrower, certifying among other things, as to (i) the NetInvestments in each Unrestricted Subsidiary and (ii) the compliance by theBorrower with the financial covenants described in Section 7.13;

 

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

 

(c)                  promptly after the same areavailable, notice of copies of each annual report, proxy or financial statementor other report or communication sent to the stockholders of the Parent, andcopies of all annual, regular, periodic and special reports and registrationstatements which the Parent or the Borrower may file or be required to filewith the SEC under Section 13 or 15(d) of the Securities Exchange Actof 1934, and not otherwise required to be delivered to the Administrative Agentpursuant hereto.  Notwithstanding theforegoing, in the event that the Parent or the Borrower timely files suchfilings in accordance with the requirements of the SEC and such filings aremade publicly available through EDGAR, the Parent and the Borrower shall haveno delivery requirement under this Section 6.02(c);

 

(d)                 promptly after thefurnishing thereof, copies of any notice of default or breach under anymaterial debt securities of any Loan Party or any Subsidiary thereof pursuantto the terms of any indenture, loan or credit or similar agreement;

 

(e)                  promptly, and in any eventwithin five Business Days after receipt thereof by any Loan Party or anySubsidiary thereof, copies of each notice or other correspondence received fromthe SEC (or comparable agency in any applicable non-U.S. jurisdiction)concerning any investigation or possible investigation or other inquiry by suchagency regarding financial or other operational results of any Loan Party orany Subsidiary thereof.  Notwithstandingthe foregoing, in the event that such notice or other correspondence is madepublicly available through EDGAR, the Parent and the Borrower shall have nodelivery requirement under this Section 6.02(e);

 

(f)                    promptly upon their becomingavailable, the Borrower shall furnish (i) copies of any periodic orspecial reports filed by any Loan Party with the FCC or any other federal,state or local Governmental Authority if such reports indicate any materialchange in the ownership of such Loan Party, or any materially adverse change inthe business, operations, affairs or condition of any Loan Party, and (ii) copiesof any material notices and other material communications from the FCC or anyother federal, state or local Governmental Authority which specifically relateto any Loan Party, any Station or any material License, and the 

 

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substanceof which relates to a matter that could reasonably be expected to have aMaterial Adverse Effect;

 

(g)                 promptly, such additionalinformation regarding the business, financial or corporate affairs of theParent, the Borrower or any Restricted Subsidiary, or compliance with the termsof the Loan Documents, as the Administrative Agent or any Lender through theAdministrative Agent may from time to time reasonably request; and

 

(h)                 promptly after anyResponsible Officer becomes aware of the occurrence of a Restricted PeriodTrigger Date, a certificate signed by a Responsible Officer of the Borrower,certifying as to the calculation of the Consolidated Leverage Ratio as of suchRestricted Period Trigger Date.

 

Unlessmade publicly available as set forth in Section 6.01, documentsrequired to be delivered pursuant to Section 6.01(a) or (b) orSection 6.02 (to the extent any such documents are included inmaterials otherwise filed with the SEC) may be delivered electronically and ifso delivered, shall be deemed to have been delivered on the date (i) onwhich the Borrower posts such documents, or provides a link thereto on theBorrower’s website on the Internet; or (ii) on which such documents areposted on the Borrower’s behalf on an Internet or intranet website, if any, towhich each Lender and the Administrative Agent have access (whether acommercial, third-party website or whether sponsored by the AdministrativeAgent); provided that:  the Borrowershall notify the Administrative Agent and each Lender (by telecopier orelectronic mail) of the posting of any such documents and provide to theAdministrative Agent by electronic mail electronic versions (i.e., soft copies)of such documents.  Notwithstandinganything contained herein, in every instance the Borrower shall be required toprovide paper copies of the Compliance Certificates required by Section 6.02(a) tothe Administrative Agent.  Except forsuch Compliance Certificates, the Administrative Agent shall have no obligationto request the delivery or to maintain copies of the documents referred toabove, and in any event shall have no responsibility to monitor compliance bythe Borrower, and each Lender shall be solely responsible for maintaining itscopies of such documents.

 

The Borrower and the Parenthereby acknowledge that (a) the Agents and/or the Arrangers will makeavailable to the Lenders and the L/C Issuer materials and/or informationprovided by or at the direction of the Borrower or the Parent hereunder(collectively, “Borrower Materials”) by posting the Borrower Materialson IntraLinks or another similar electronic system (the “Platform”) and (b) certainof the Lenders (each, a “Public Lender”) may have personnel who do notwish to receive material non-public information with respect to the Parent, theBorrower or their Affiliates, or the respective securities of any of theforegoing, and who may be engaged in investment and other market-related activitieswith respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower or the Parent isthe issuer of any outstanding debt or equity securities that are registered orissued pursuant to a private offering or is actively contemplating issuing anysuch securities it will use commercially reasonable efforts to identify thatportion of the Borrower Materials that may be distributed to the Public Lendersand that (w) all such Borrower Materials shall be clearly and conspicuouslymarked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shallappear prominently on the first page thereof; (x) by marking BorrowerMaterials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents,the Arrangers, the L/C Issuer and the 

 

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Lendersto treat such Borrower Materials as not containing any material non-publicinformation (although it may be sensitive and proprietary) with respect to theBorrower, the Parent or any of their securities for purposes of United StatesFederal and state securities laws (provided, however, that to the extent suchBorrower Materials constitute Information, they shall be treated as set forthin 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 entitledto treat any Borrower Materials that are not marked “PUBLIC” as being suitableonly 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 anyDefault;

 

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

 

(c)                  of (i) any dispute,litigation, investigation, proceeding or suspension between the Parent, theBorrower or any Subsidiary and any Governmental Authority that could reasonablybe expected to result in a Material Adverse Effect; (ii) the commencementof, or any material development in, any litigation or proceeding affecting theParent, the Borrower or any Subsidiary, including pursuant to any applicableEnvironmental Laws, that could reasonably be expected to result in a MaterialAdverse Effect; (iii) any material admonition, censure or adverse citationor order by the FCC or any other Governmental Authority or regulatory agencythat could reasonably be expected to result in a Material Adverse Effect; or (iv) anycompeting application, petition to deny or other opposition to any licenserenewal application filed by the Borrower or any of its Subsidiaries with theFCC that would reasonably be expected to result in a Material Adverse Effect,it being understood that, no notice will be required in connection with anylitigation, proceeding or filing instituted, requested or made by a repeatnuisance filer and their affiliates, agents and representatives; and

 

(d)                 of the occurrence of anyERISA Event that could reasonably be expected to result in a Material AdverseEffect.

 

Each notice pursuant to thisSection shall be accompanied by a statement of the Borrower setting forthdetails of the occurrence referred to therein and stating what action theBorrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shalldescribe each material provision of this Agreement and the Loan Documents thatmay be materially implicated by the occurrence referred to therein (if any) tothe knowledge of the Responsible Officers of the Borrower.

 

## 6.04                           **Payment ofCertain Obligations**.  Pay anddischarge or otherwise satisfy at or before maturity or before they becomedelinquent, as the case may be, all material tax liabilities, assessments andgovernmental charges (other than Indebtedness) or levies upon it or itsproperties or assets, unless the same are being contested in good faith byappropriate proceedings 

 

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## diligently conducted andadequate reserves if and to the extent required in accordance with GAAP arebeing maintained by the Parent, the Borrower or such Subsidiary.

##  

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

##  

## 6.06                           **Maintenanceof Properties.**  (a) Maintain,preserve and protect all of its material properties and equipment necessary inthe operation of its business in good working order and condition, ordinarywear and tear excepted; and (b) make all necessary repairs thereto andrenewals and replacements thereof, except in each case of (a) and (b) precedingwhere the failure to do so could not reasonably be expected to have a MaterialAdverse Effect.

##  

## 6.07                           **Maintenanceof Insurance.**  Maintainwith financially sound and reputable insurance companies not Affiliates of theParent or the Borrower, insurance with respect to their properties against lossor damage of the kinds and in the amounts consistent with prudent businesspractice, and carry such other insurance as is consistent with prudent businesspractice (it being understood that self-insurance shall be permitted to theextent consistent with prudent business practice).

##  

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

##  

## 6.09                           **Books andRecords.**  (a) Maintain proper books of record and account, in which entries in conformitywith GAAP consistently applied shall be made of all financial transactions andmatters involving the assets and business of the Parent (including the accountsof the Borrower or such Subsidiary, as the case may be); and (b) maintainsuch books of record and account in conformity with all applicable requirementsof any Governmental Authority having regulatory jurisdiction over the Parent(including the accounts of the Borrower or such Subsidiary, as the case maybe), in each case of (a) and (b) preceding, except to the extent thatnoncompliance therewith could reasonably be expected to have Material AdverseEffect.

##  

## 6.10                           **InspectionRights.**  Permit representatives andindependent contractors of the Administrative Agent and each Lender at suchparties’ own expense (coordinated through the Administrative Agent) to visitand inspect any of its properties, to examine its corporate, financial andoperating records, and make copies thereof or abstracts therefrom, and todiscuss its affairs, finances and accounts with its directors, officers, andindependent public accountants, all at reasonable times during normal businesshours, upon reasonable advance notice to the Borrower; provided, however,notwithstanding the foregoing, that when an Event of Default exists theAdministrative Agent or any Lender (or any of their respective representativesor independent

 

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##  

## contractors) may do any ofthe foregoing at the expense of the Borrower at any time during normal businesshours and without advance notice.

##  

## 6.11                           **Use ofProceeds.**  Use theproceeds of the Credit Extensions (i) to refinance existing indebtednessunder the Existing Credit Agreement, (ii) for capital expenditures, (iii) forworking capital; (iv) for repurchases of Equity Interests and to makedividends as permitted by the terms of this Agreement, (v) to financePermitted Acquisitions and Investments, (vi) to pay fees and expensesrelated to the transactions contemplated hereby, and (vii) for othergeneral corporate purposes not in contravention of any Law or of any LoanDocument.

##  

## 6.12                           **AdditionalGuarantors and Covenant to Give Security.**  Notify the Administrative Agent at the timethat any Person becomes a Domestic Subsidiary and whether such Subsidiary is anUnrestricted Subsidiary, and promptly thereafter (and in any event within 30days or such longer period as the Administrative Agent may agree), cause suchPerson that is not designated an Unrestricted Subsidiary to (a) become aGuarantor by executing and delivering to the Administrative Agent a counterpartof the Guaranty or such other document as the Administrative Agent shall deemappropriate for such purpose, (b) execute and deliver to theAdministrative Agent a Security Agreement Supplement or such other document asthe Administrative Agent shall deem appropriate for such Person to grant afirst and prior perfected Lien (subject only to Liens permitted by Section 7.01)in all assets (other than Excluded Collateral) of such Person to theAdministrative Agent for the benefit of the Secured Parties (notwithstandingthe foregoing, such Liens shall not be required to be perfected inNon-Perfected Collateral) and (c) deliver to the Administrative Agentdocuments 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 shallbe made with respect to any additional Guarantor (and its related LicenseSubsidiary, if any) if such additional Guarantor (together with its relatedLicense Subsidiary) would not have been a Material Subsidiary if it had beenowned by the Borrower for the most recently completed 12 month period precedingthe date it became a Subsidiary of the Borrower) favorable opinions of counselto such Person (which shall cover, among other things, the legality, validity,binding effect and enforceability of the documentation referred to in clause (a) and(b)), all in form, content and scope substantially similar to the corporate andFCC opinions (if appropriate) delivered on the Closing Date or otherwisereasonably satisfactory to the Administrative Agent, providedthat,in each case, to the extent such new Subsidiary is created solely for thepurpose of consummating a merger transaction pursuant to an Acquisitionpermitted by this Agreement, and such new Subsidiary at no time holds anymaterial assets or liabilities (other than liabilities under the merger agreement,and other than any merger consideration contributed to it contemporaneouslywith the closing of such merger transaction), such new Subsidiary shall not berequired to take the actions set forth above until the respective Acquisitionis consummated (at which time the surviving entity of the respective mergertransaction shall be required to so comply within seven Business Days) and, anew Domestic Subsidiary shall not be subject to the provisions of this Section 6.12if substantially all of the assets of such new Subsidiary consist of stock ofone or more Subsidiaries that are not Domestic Subsidiaries.

##  

## 6.13                           **FCCConsents.**  The Parentand the Borrower acknowledge that certain transactions contemplated by thisAgreement or the Loan Documents, and certain actions which may be taken by theAdministrative Agent or the Lenders in the exercise of their rights under thisAgreement or the Loan Documents, may require the consent of the FCC.  If counsel to the 

 

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## Administrative Agentreasonably determines that the consent of the FCC is required in connectionwith the execution, delivery and performance of any of the aforesaid documentsor any documents delivered to the Administrative Agent or the Lenders in connectiontherewith 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 reasonableefforts, and shall cause the Restricted Subsidiaries to use their commerciallyreasonable efforts, to secure such consent and to cooperate with theAdministrative Agent and the Lenders in any action commenced by theAdministrative Agent or the Lenders to secure such consent.  Neither the Parent nor the Borrower shalltake any action, and they shall not permit any of the Subsidiaries to take anyaction, that interferes with the exercise or completion of the efforts toobtain the consent of the FCC as set forth above, providedthat,notwithstanding the foregoing, the Borrower, the Parent and each of theirSubsidiaries shall at all times comply with the Communications Act and all FCCRegulations.

##  

## 6.14                           **Collateral**.

##  

(a)                  The Parent and the Borrowershall, and shall cause each Restricted Subsidiary to, do all things necessaryor reasonably requested by the Administrative Agent to preserve and (except asto Non-Perfected Collateral) perfect the Liens of the Administrative Agent forthe benefit of the Secured Parties, arising pursuant hereto and pursuant to theCollateral Documents as first Liens (except as to Non-Perfected Collateral),and to insure that the Administrative Agent, for the benefit of the SecuredParties, has a perfected prior and first Lien on all of the Collateral (except asto Non-Perfected Collateral), including, without limitation, the EquityInterests of the Borrower and each of its direct and indirect DomesticSubsidiaries and the direct and indirect Domestic Subsidiaries of the Borrowerand the Parent; provided however that only 65% of the Equity Interests of anyDomestic Subsidiary substantially all of the assets of which consist of stockof one or more Subsidiaries that are not Domestic Subsidiaries shall berequired to be pledged as collateral under this Section 6.14.

 

(b)                 The Parent and the Borrowershall, and shall cause each Restricted Subsidiary to (i) grant to theAdministrative Agent for the benefit of the Secured Parties a Lien on allassets (other than Excluded Collateral, and with respect to FCC Licenses subjectto the terms of the Security Agreement) of all Loan Parties which shall beperfected on all Collateral other than Non-Perfected Collateral and (ii) takesuch action as is necessary from time to time to cause all such Liens inCollateral to be first and prior Liens (except as to Non-Perfected Collateral,and subject to Liens permitted by Section 7.01).  For the avoidance of doubt, all EquityInterests in the Borrower and all Equity Interests owned by the Borrower or anyRestricted Subsidiary in any Restricted Subsidiary will continue to be fullypledged as Collateral unless and until Disposed of in accordance with the termsof this Agreement.

 

(c)                  The Parent and the Borrowershall, and shall cause each Restricted Subsidiary to do all things necessary orreasonably requested by the Administrative Agent to preserve and (except as toNon-Perfected Collateral) perfect the Liens of the Administrative Agent for thebenefit of the Secured Parties, arising pursuant hereto and pursuant to thePledge Agreements and Security Agreements as first Liens (except as toNon-Perfected Collateral), and to insure that the Administrative Agent, for thebenefit of the Secured Parties, has a perfected prior and first Lien on all ofthe Collateral other than Non-Perfected Collateral of the Borrower and each 

 

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ofits direct and indirect Domestic Subsidiaries and the direct and indirectDomestic Subsidiaries of the Borrower and the Parent; provided, however,that no such action shall be required to perfect the Liens in Non-PerfectedCollateral.

 

## 6.15                           **FurtherAssurances**.  Promptlyupon request by the Administrative Agent, (a) correct any material defector 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 andre-register any and all such further acts, deeds, certificates, assurances andother instruments as the Administrative Agent may reasonably require from timeto time in order to (i) carry out more effectively the purposes of theLoan Documents, (ii) to the fullest extent permitted by applicable law,subject any Loan Party’s properties, assets, rights or interests to the Liensnow or hereafter intended to be created by any of the Collateral Documents tothe extent agreed herein or therein to be Collateral, (iii) perfect andmaintain the validity, effectiveness and (except as to Non-PerfectedCollateral) priority of any of the security interests, Loan Documents and anyof the Liens intended to be created thereunder and (iv) assure, convey,grant, assign, transfer, preserve, protect and confirm more effectively untothe Administrative Agent on behalf of the Secured Parties the rights granted ornow or hereafter intended to be granted to the Administrative Agent for thebenefit of the Secured Parties under any Loan Document or under any otherinstrument executed in connection with any Loan Document to which any LoanParty or any of its Restricted Subsidiaries is or is to be a party, and causeeach of its Restricted Subsidiaries to do so.

##  

# **ARTICLEVII.**

# **NEGATIVE COVENANTS**

# ** **

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

 

## 7.01                           **Liens.**  Create, incur, assume or suffer to exist anyLien upon any of its property, assets or revenues, whether now owned orhereafter acquired, other than the following:

##  

(a)                  Liens pursuant to any LoanDocument;

 

(b)                 Liens existing on the datehereof and listed on Schedule 7.01 and any renewals or extensionsthereof, provided that (i) the property covered thereby is notchanged, (ii) the amount secured or benefited thereby is not increased, (iii) thedirect or any contingent obligor with respect thereto is not changed, and (iv) anyrenewal or extension of the obligations secured or benefited thereby ispermitted by Section 7.03(b), or Liens to which the RequiredLenders have consented in writing;

 

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

 

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

 

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

 

(f)                    Liens in respect ofjudgments 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 stayof execution upon such appeal or proceeding for review has been secured, and asto which judgments or awards such Loan Party has established any reserves onits books required in accordance with GAAP or has bonded in a mannersatisfactory to the Administrative Agent;

 

(g)                 pledges or deposits made inthe ordinary course of business to secure payment of worker’s compensation, orto 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 theperformance of bids, tenders, contracts, leases, public or statutoryobligations, surety, customs, appeal and performance bonds and other similarobligations and not incurred in connection with the borrowing of money, theobtaining of advances or the payment of the deferred purchase price of anyproperty; and

 

(i)

 

(A) during allUnrestricted Periods, so long as there exists no Default prior to and/or aftergiving effect to the incurrence of such Lien and the related Indebtedness,Liens in the aggregate securing up to an aggregate outstanding amount ofIndebtedness of the Borrower, the Parent and the Restricted Subsidiaries(except License Subsidiaries) not to exceed $50,000,000, inclusive of anyaggregate outstanding amount of secured Indebtedness of the Borrower, theParent and the Restricted Subsidiaries incurred during Restricted Periodspursuant to Section 7.01(i)(B); provided further that (x) suchLiens may only secure Indebtedness of the Parent, the Borrower and theRestricted Subsidiaries in respect of capital leases and similar obligations,and purchase money obligations for fixed or capital assets, and (y) suchLiens do not at any time encumber any property other than the property financedby such Indebtedness and proceeds thereof; and

 

(B) during RestrictedPeriods only, so long as there exists no Default prior to and/or after givingeffect to the incurrence of such Lien and the related Indebtedness, Liens inthe aggregate securing up to an aggregate outstanding amount of Indebtedness ofthe Borrower, the Parent and the Restricted 

 

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Subsidiaries(except License Subsidiaries) not to exceed $25,000,000, inclusive of anyaggregate outstanding amount of Indebtedness of the Borrower, the Parent andthe Restricted Subsidiaries incurred during all Unrestricted Periods pursuantto Section 7.01(i)(A); provided further that (x) suchLiens may only secure Indebtedness of the Parent, the Borrower and theRestricted Subsidiaries in respect of capital leases and similar obligations,and purchase money obligations for fixed or capital assets and (y) suchLiens do not at any time encumber any property other than the property financedby such Indebtedness and proceeds thereof. For the avoidance of doubt, the Borrower and the other Loan Partiesshall not be permitted to incur or create new Liens pursuant to this Section 7.01(i)(B) ifthe aggregate amount of outstanding Indebtedness secured by Liens incurred aspermitted by both subsections (A) and (B) of this Section 7.01(i) exceeds$25,000,000.

 

## 7.02                           **Investments.**  Make any Investments, except:

##  

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

 

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

 

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

 

(d)                 Investments consisting ofextensions of credit in the nature of accounts receivable or notes receivablearising from the grant of trade credit in the ordinary course of business, andInvestments received in satisfaction or partial satisfaction thereof fromfinancially troubled account debtors to the extent reasonably necessary inorder to prevent or limit loss;

 

(e)                  Guarantees in accordancewith the terms of Section 7.03;

 

(f)                    during all UnrestrictedPeriods, so long as there exists no Default prior to and/or after giving effectto each such Investment, the Borrower and its Restricted Subsidiaries may makeInvestments, including Investments in Qualified Unrestricted Subsidiaries, providedthat Investments in Unrestricted Subsidiaries must only be made inQualified Unrestricted Subsidiaries and only in accordance with the provisionsof Section 7.17;

 

(g)                 during Restricted Periodsonly, so long as (i) there exists no Default prior to and/or after givingeffect to each such Investment and (ii) in the case of an Investment or aseries of related Investments with a value in excess of $5,000,000, theBorrower shall have delivered a certificate signed by a Responsible Officer ofthe Borrower, in reasonable detail describing such Investment and containingcalculations demonstrating on a pro forma basis the Borrower’s compliance witheach of the covenants set forth in Section 7.13 after giving effectto such Investment, the Borrower and its Restricted Subsidiaries may makeInvestments, including Investments in Qualified Unrestricted Subsidiaries up tothe unused amount of the 

 

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InvestmentBasket, providedthat, notwithstanding the foregoing, (A) Investmentsmay be made by using (1) Equity Interests of the Parent, (2) cash ofany Loan Party or (3) assets of any Loan Party (or any combination of thepreceding), so long as in each case the Borrower has established a fair marketvalue determined in good faith for any assets used, and such fair market valuetogether with cash used does not exceed the unused amount of the InvestmentBasket, and (B) Investments in Unrestricted Subsidiaries may be made onlyto Qualified Unrestricted Subsidiaries and are subject to, and must also complywith, the provisions of Section 7.17; and

 

(h)                 Investments in QualifiedUnrestricted Subsidiaries to the extent constituting the contribution of, orpaid for with, Equity Interests of the Parent.

 

Notwithstanding anythingherein or in any other Loan Document to the contrary, no payment (deferred orotherwise) of any consideration of any type may be made during any RestrictedPeriod with respect to any Investment that was permitted by Section 7.02(f) atthe time such Investment was made, except so long as there exists no Defaultprior to and/or after giving effect to such payment, any such payment may bemade to the extent such payment in connection with such Investment would havebeen permitted under Section 7.02(g) and Section 7.17.

 

## 7.03                           **Indebtedness.**  Create, incur, assume or suffer to exist anyIndebtedness, except:

##  

(a)                  Indebtedness under the LoanDocuments;

 

(b)                 (i) during allUnrestricted Periods, Indebtedness outstanding on the Closing Date and listedon Schedule 7.03, and Indebtedness outstanding on the FirstAmendment Effective Date of EPLLC and listed on Schedule 7.03(a),and in each case any refinancings, refundings, renewals or extensions thereof; providedthat the amount of such Indebtedness is not increased at the time of suchrefinancing, refunding, renewal or extension except by an amount equal to areasonable premium or other reasonable amount paid, and fees and expensesreasonably incurred, in connection with such refinancing and by an amount equalto any existing commitments unutilized thereunder and (ii) duringRestricted Periods only, Indebtedness outstanding on the Closing Date andlisted on Schedule 7.03 and Indebtedness outstanding on the FirstAmendment Effective Date of EPLLC and listed on Schedule 7.03(a);

 

(c)

 

(i)                                     during allUnrestricted Periods, Guarantees of (A) the Guarantors in respect ofIndebtedness otherwise permitted hereunder subordinated to the Obligations onterms substantially similar to the subordination terms of the guarantees in theIndenture and the Senior Subordinated Notes Documents, and (B) theBorrower in respect of Indebtedness otherwise permitted hereunder of theBorrower or any other Guarantor;

 

(ii)                                  during RestrictedPeriods only, (A) subordinated, unsecured Guarantees by the Guarantors inrespect of Indebtedness permitted under Section 7.03(h), onsubordination terms consistent with the unsecured New Subordinated High YieldIndebtedness documentation subordination terms permitted to be issued under Section 7.03(h) and(B) Guarantees of the Borrower 

 

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inrespect of Indebtedness otherwise permitted hereunder during the RestrictedPeriods of the Borrower or any other Guarantor;

 

(d)                 obligations (contingent orotherwise) of the Parent, the Borrower or any Subsidiary (other than LicenseSubsidiaries) existing or arising under any Swap Contract, provided thatsuch obligations are (or were) entered into by such Person in the ordinarycourse of business for the purpose of directly mitigating risks associated withliabilities, commitments, investments, assets, or property held or reasonablyanticipated by such Person, or changes in the value of securities issued bysuch Person, and not for purposes of speculation or taking a “market view;”

 

(e)

 

(i)                                     during allUnrestricted Periods, so long as there exists no Event of Default or paymentDefault under Section 8.01(a) prior to and/or after givingeffect to each such incurrence the Borrower, the Parent and the RestrictedSubsidiaries (except License Subsidiaries) may incur Indebtedness in respect ofcapital leases and similar obligations, and purchase money obligations forfixed or capital assets in an aggregate amount not to exceed $50,000,000 at anyone time outstanding, inclusive of any Indebtedness incurred during RestrictedPeriods pursuant to Section 7.03(e)(ii) that remainsoutstanding; provided further that any such Indebtedness is only securedto the extent provided in Section 7.01(i)(A); and

 

(ii)                                  duringRestricted Periods only, so long as there exists no Event of Default or paymentDefault prior to and/or after giving effect to each such incurrence, theBorrower, 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 aggregateamount for all such Indebtedness incurred during all Restricted Periods not toexceed $25,000,000 at any one time outstanding, inclusive of any aggregateoutstanding amount of Indebtedness of the Borrower, the Parent and theRestricted Subsidiaries incurred during all Unrestricted Periods pursuant to Section 7.03(e)(i) thatremains outstanding; provided further that any such Indebtedness is onlysecured to the extent provided in Section 7.01(i)(B).  For the avoidance of doubt, the Borrower andthe other Loan Parties shall not be permitted to incur Indebtedness pursuant tothis Section 7.03(e)(ii) if the aggregate amount ofoutstanding Indebtedness incurred as permitted by both subsections (i) and(ii) of this Section 7.03(e) exceeds $25,000,000; and

 

(f)                    during all UnrestrictedPeriods, so long as there exists no Event of Default or payment Default under Section 8.01(a) priorto and/or after giving effect to each such incurrence, the Borrower and theParent may incur additional unsecured Indebtedness from time to time providedthat, (A) no such additional Indebtedness has a maturity earlier than sixmonths after the Maturity Date, (B) no such additional Indebtedness hasany scheduled principal payments, prepayments, redemptions, retirements,acquisition of principal, cancellations, repurchases, sinking funds or otherprincipal payments prior to the Maturity 

 

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Dateand (C) if the principal amount of such Indebtedness is in excess of$20,000,000, the Borrower shall have delivered to the Administrative Agentevidence in form reasonably satisfactory to the Administrative Agent of proforma compliance with each of the covenants set forth in Section 7.13before and after giving effect to the incurrence of such additionalIndebtedness;

 

(g)                 during all UnrestrictedPeriods, so long as there exists no Event of Default or payment Default under Section 8.01(a) priorto and/or after giving effect to each such incurrence, the RestrictedSubsidiaries may incur additional unsecured Indebtedness up to an aggregateamount at any one time outstanding of $50,000,000 for all RestrictedSubsidiaries minus the aggregate amount of secured debt incurred by any of theRestricted Subsidiaries permitted by subsection (e) preceding; providedthat, (A) no such additional Indebtedness has a maturity earlier than sixmonths after the Maturity Date, (B) no such additional Indebtedness hasany scheduled principal payments, prepayments, redemptions, retirements,acquisition of principal, cancellations, repurchases, sinking funds or otherprincipal payments prior to the Maturity Date and (C) if the principalamount of such Indebtedness is in excess of $20,000,000, the Borrower shallhave delivered to the Administrative Agent evidence in form reasonablysatisfactory to the Administrative Agent of pro forma compliance with each ofthe covenants set forth in Section 7.13 before and after givingeffect to the incurrence of such additional Indebtedness;

 

(h)                 during Restricted Periodsonly, so long as there exists no Default prior to and/or after giving effect toeach such incurrence, the Borrower and the Parent may incur additionalunsecured contractually subordinated high yield Indebtedness (a “NewSubordinated High Yield Indebtedness”) from time to time providedthat (A) not less than two Business Days prior to such incurrence (or suchlesser notice as agreed to by the Administrative Agent), the Borrower shallhave delivered to the Administrative Agent a certificate of a ResponsibleOfficer of the Borrower, in reasonable detail, containing calculationsdemonstrating on a pro forma basis the Borrower’s compliance with the covenantsset forth in Section 7.13 after giving effect to such incurrence,based upon the Borrower’s good faith estimate (if the actual pricing is notthen available) of the pricing for such Indebtedness, (B) no suchadditional Indebtedness has a maturity earlier than six months after theMaturity Date, (C) no such additional Indebtedness has any scheduledprincipal payments, prepayments, redemptions, retirements, acquisition ofprincipal, cancellations, repurchases, sinking funds or other principalpayments prior to the Maturity Date, (D) 100% of the Net Debt Proceeds ofsuch additional New Subordinated High Yield Indebtedness must be applied toprepay the Loans in accordance with Section 2.04(b)(v), (E) thecontractual subordination terms in the documentation for such New SubordinatedHigh Yield Indebtedness shall be reasonably consistent with market practice atthe time for unsecured contractually subordinated high yield indebtedness forcomparable borrowers and (F) the covenants and other terms and provisionsof the unsecured New Subordinated High Yield Indebtedness shall be lessrestrictive and no more favorable than the covenants and other terms of thisAgreement and the other Loan Documents, provided that the terms of such unsecuredNew Subordinated High Yield Indebtedness may include a maximum leverage ratiorequirement to permit the incurrence of indebtedness; and

 

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(i)

 

(i)                                     during allUnrestricted Periods, Indebtedness incurred by the Borrower in the ordinarycourse of business in an aggregate amount not to exceed $25,000,000 at any onetime outstanding, inclusive of any Indebtedness incurred during RestrictedPeriods pursuant to Section 7.03(i)(ii) (whether secured orunsecured) that remains outstanding; and

 

(ii)                                  duringRestricted Periods only, so long as there exists no Event of Default or paymentDefault prior to and/or after giving effect to each such incurrence, unsecuredIndebtedness incurred by the Borrower in the ordinary course of business in anaggregate amount not to exceed $15,000,000 at any one time outstanding,inclusive of any Indebtedness incurred during Unrestricted Periods pursuant to Section 7.03(i)(i) thatremains outstanding; provided, however, that up to $5,000,000 ofsuch Indebtedness may be secured.  Forthe avoidance of doubt, the Borrower and the other Loan Parties shall not bepermitted to incur Indebtedness pursuant to this Section 7.03(i)(ii) ifthe aggregate amount of outstanding Indebtedness incurred as permitted by bothsubsections (i) and (ii) of this Section 7.03(e) exceeds$15,000,000.

 

## 7.04                           **FundamentalChanges.**  Merge,dissolve, liquidate, consolidate with or into another Person, or Dispose of(whether in one transaction or in a series of transactions) all orsubstantially all of its assets (whether now owned or hereafter acquired) to orin favor of any Person, except that, so long as no Default exists prior toand/or after giving effect thereto:

##  

(a)                  any Subsidiary may mergewith (x) the Borrower, provided that the Borrower shall be thecontinuing or surviving Person, or (y) any one or more other RestrictedSubsidiaries, provided that when any Guarantor is merging with anotherSubsidiary, the Guarantor shall be the continuing or surviving Person, andprovided further that, in the case of both clause (x) and (y), anySubsidiary which is an Unrestricted Subsidiary at the time of the applicablemerger (1) must meet the criteria set forth in the definition of “RestrictedSubsidiary” for conversion to a Restricted Subsidiary immediately prior to theoccurrence of the applicable merger and (2) shall be treated in allrespects as a Restricted Subsidiary during all periods of determination forpurposes of calculating Consolidated Operating Cash Flow;

 

(b)                 any Restricted Subsidiarymay Dispose of all or substantially all of its assets (upon voluntaryliquidation or otherwise) to the Borrower or to another Restricted Subsidiary; providedthat if the transferor in such a transaction is a Guarantor, then thetransferee must either be the Borrower or a Guarantor;

 

(c)                  Dispositions in accordancewith the terms of Section 7.05; and

 

(d)                 any Permitted Acquisitionpermitted by Section 7.07 may be structured as a merger,consolidation or amalgamation, so long as the Borrower or a Loan Party is thesurviving Person.

 

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## 7.05                           **Dispositions.**

##  

(a)                  During all UnrestrictedPeriods, make any Disposition of any material portion of the assets of theParent, the Borrower or any of their Restricted Subsidiaries, except:

 

(i)                                     Dispositions ofobsolete or worn out property, whether now owned or hereafter acquired, in theordinary course of business;

 

(ii)                                  Dispositions ofinventory in the ordinary course of business;

 

(iii)                               Dispositions ofequipment or real property to the extent that (A) such property isexchanged for credit against the purchase price of similar replacement propertyor (B) the proceeds of such Disposition are reasonably promptly applied tothe purchase price of such replacement property;

 

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

 

(v)                                 Dispositions inaccordance with the terms of Section 7.04(a), (b) and (d);

 

(vi)                              in addition tosubsection (vii) following, so long as no Default exists prior toand/or after giving effect to any such Disposition, (A) Dispositions ofproperty in connection with Like Kind Exchanges for a Station acquired inconnection with a Permitted Acquisition in accordance with the terms of Section 7.07and (B) Dispositions in connection with Station swaps or exchanges, ineach case of Stations acquired in connection with a Permitted Acquisition inaccordance with the terms of Section 7.07, provided that,notwithstanding the foregoing, if at any time in connection with a (I) LikeKind Exchange after a property has been Acquired or Disposed of by the Borroweror any of its Subsidiaries in connection with such Like Kind Exchange thereshall exist a Default, such Loan Party shall be permitted to consummate theLike Kind Exchange despite the existence of such Default, and (II) swap orexchange described in subsection (B) preceding, after a property hasbeen Acquired or Disposed of by the Borrower or any of its Subsidiaries inconnection with such swap or exchange there shall exist a Default, and suchLoan Party has entered into a contractual arrangement binding such Loan Partyto consummate such swap or exchange with an unaffiliated third party prior tothe existence of such Default, such Loan Party shall be permitted to consummatesuch swap or exchange despite the existence of such Default; and

 

(vii)                           in addition tosubsection (vi) preceding, so long as (A) no Default existsprior to and/or after giving effect to any such Disposition, (B) theBorrower has complied with the provisions of Section 2.04(b)(ii) withrespect to each such Disposition and (C) after giving effect to each suchDisposition, at least 80% of Consolidated Operating Cash Flow, on a pro formabasis, will be derived from the

 

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Business,the Borrower may make Dispositions of assets representing not more than 25% ofConsolidated Operating Cash Flow (measured for the most recently completed fourfiscal quarters) in the aggregate for all such asset Dispositions over the termof this Agreement.  For the avoidance ofdoubt, operating cash flow from assets sold shall be calculated based on theoperating cash flow for the four fiscal quarters preceding the date of sale ofthe assets sold for all assets sold cumulatively from the Closing Date throughthe date of determination, measured against Consolidated Operating Cash Flowfor the most recently completed four fiscal quarters of the Parent; and

 

(b)      During Restricted Periods, make anyDisposition, except:

 

(i)            Dispositions of obsolete or worn out property, whethernow owned or hereafter acquired, in the ordinary course of business;

 

(ii)           Dispositions of inventory in the ordinary course ofbusiness;

 

(iii)          Dispositions of property by any Restricted Subsidiary tothe Borrower or to a Restricted Subsidiary; provided that if thetransferor of such property is a Guarantor, the transferee thereof must eitherbe the Borrower or a Guarantor;

 

(iv)          Dispositions in accordance with the terms of Section 7.04(a),(b) and (d);

 

(v)           in addition to subsection (vi) following, solong as (1) no Default exists prior to and/or after giving effect to suchDisposition, and (2) if the fair market value of the assets Disposedexceeds $5,000,000 for any one Disposition or series of related Dispositions(as determined by the Borrower in good faith), prior to such Disposition theBorrower shall have delivered a certificate signed by a Responsible Officer ofthe Borrower, in reasonable detail setting forth the calculations (x) demonstratingon a pro forma basis the Borrower’s compliance with each of the covenants setforth in Section 7.13 after giving effect to such Disposition andthe intended use of such Net Cash Proceeds, including any related incurrenceand/or repayment of Indebtedness and (y) demonstrating compliance withsubclause (A)(VI) below (if such Disposition is in connection with a LikeKind Exchange):

 

(A)          Dispositions in connection with Like Kind Exchanges for oneor more Stations acquired in connection with a Permitted Acquisition inaccordance with the terms of Section 7.07, providedthateach of the following criteria must be satisfied:

 

(I)            such Disposition will be permittedonly so long as it shall continue to meet and satisfy each of the legalrequirements for a Like Kind Exchange,

 

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(II)           such Disposition will be permittedonly so long as such Loan Party uses a qualified intermediary reasonablyacceptable to the Administrative Agent to effectuate such Like Kind Exchange,

 

(III)         such Disposition will be permitted onlyso long as (1) the ultimate purchaser is an unaffiliated third Person, (2) suchLike Kind Exchange is an arm’s length transaction, (3) to the extent thatthe value of the consideration for the assets Disposed exceeds the value of theconsideration for the assets Acquired, at least 90% of the additionalcompensation (provided, that any non-cash additional compensation mustotherwise be permitted by the terms of this Agreement) to such Loan Party willbe paid to the Borrower in immediately available cash Dollars (each suchpayment an “Asset Exchange Cash Receipt”) and subject to the mandatoryprepayment provisions of Section 2.04(b) and (4) to theextent that the value of the consideration for the assets Acquired exceeds thevalue of the consideration for the assets Disposed, such excess considerationto be paid by the Loan Parties may be paid in a combination of: (x) EquityInterests of the Parent; and (y) if there exists no Default at the time ofpayment, and only to the extent such amount is included in the calculation ofusage of the Acquisition Basket (and unused availability exists thereunder),Dollars and other assets of the Loan Parties (each such payment that is notmade with Equity Interests of the Parent, a “Like Kind Exchange Excess ValuePayment”),

 

(IV)         if at any time after an asset has beenAcquired or Disposed of by the Borrower or any of its Subsidiaries inconnection with a Like Kind Exchange there shall exist a Default that is not aSubsection 7.05(b)(vi) Reversion Trigger Event, such Loan Party shallbe permitted to consummate the Like Kind Exchange despite the existence of suchDefault,

 

(V)           such Disposition will be permittedonly so long as the Acquisition in connection with such exchange is a PermittedAcquisition to be consummated in accordance with the terms of this Agreement,including, without limitation, Sections 7.07 and 7.09,

 

(VI)         the fair market value of all assetsDisposed in connection with all Like Kind Exchanges consummated by the LoanParties during all Restricted Periods shall not exceed $75,000,000 in theaggregate for all such Dispositions,****and

 

(VII)        such Disposition will only becharacterized as a Like Kind Exchange permitted under this subsection (A) ifthe Borrower delivers written notice within 45 days after the consummation ofsuch Disposition setting forth in reasonable detail the assets to be Acquiredin connection with such Like Kind Exchange (for the avoidance of doubt, failureto deliver to the Administrative Agent a written notice identifying inreasonable detail the target Permitted Acquisition in connection with a LikeKind Exchange within 45 days after the consummation of a Disposition is aSubsection 7.05(b)(vi) Reversion Trigger Event).

 

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Notwithstanding theforegoing, upon the occurrence of any Subsection 7.05(b)(vi) ReversionTrigger Event, a Subsection 7.05(b)(vi) Reversion shall automaticallyoccur without notice to any Person; and

 

(B)           Dispositions of assets in connection with asset exchangesfor one or more Stations acquired in connection with a Permitted Acquisition inaccordance with the terms of Section 7.07 (including, withoutlimitation, any Like Kind Exchange to the extent it satisfies each of theconditions of this subclause (B)), providedthat each of thefollowing criteria must be satisfied:

 

(I)            such Disposition will be permittedonly so long as such asset exchange is consummated substantially concurrentlywith the Permitted Acquisition related to such exchange (but in no event earlierthan five Business Days before, or later than five Business Days after, theDisposition of the related asset),

 

(II)           such Disposition will be permittedonly so long as (1) the ultimate purchaser is an unaffiliated thirdPerson, (2) such exchange involves a Disposition of one or more Stationsin connection with the Permitted Acquisition of one or more radio stations andis an arm’s length transaction for assets of like kind, (3) to the extentthat the value of the consideration for the assets Disposed exceeds the valueof the consideration for the assets Acquired, at least 90% of the additionalcompensation (provided, that any non-cash additional compensation mustotherwise be permitted by the terms of this Agreement) to such Loan Party willbe paid to the Borrower in immediately available cash Dollars (each suchpayment also an “Asset Exchange Cash Receipt”) and subject to themandatory prepayment provisions of Section 2.04(b) and (4) tothe extent that the value of the consideration for the assets Acquired exceedsthe value of the consideration for the assets Disposed, the additionalcompensation paid by such Loan Party (each, such payment that is not made withEquity Interests of the Parent also a “Like Kind Exchange Excess ValuePayment”) will be paid to the ultimate seller only in Equity Interests ofthe Parent, provided that such Loan Party may make such Like Kind ExchangeExcess Value Payment in Dollars or assets of the Loan Parties if there existsno Default and such amount (or the fair market value thereof, as applicable) isincluded in the calculation of usage of the Acquisition Basket (and unusedavailability exists thereunder), and

** **

(III)         such Disposition will be permitted onlyso long as the Permitted Acquisition in connection with such exchange isotherwise permitted by the terms of this Agreement, including, withoutlimitation, Sections 7.07 and 7.09.

 

Notwithstanding anythingherein to the contrary, in each case of each type of asset exchange Dispositionpermitted under subsections (A) and (B) preceding, Asset ExchangeCash Receipts will be deemed to be Net Cash Proceeds and subject to themandatory prepayment provisions of Section 2.04(b)(ii)(A); and

 

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(vi)          Dispositions (other than Dispositions permitted pursuant tosubsection (v) preceding) providedthat, (A) suchDisposition is for fair market value and consummated with a non-Affiliate in anarm’s length transaction, (B) such Disposition is made for at least 90%cash Dollars consideration (any non-cash consideration must otherwise bepermitted by the terms of this Agreement), (C) such cash consideration isreceived upon consummation of the Disposition, (D) there exists no Defaultprior to and/or after giving effect thereto, (E) if the fair market valueof the assets Disposed exceeds $5,000,000 for any one Disposition or series ofrelated Dispositions (as determined by the Borrower in good faith), prior tosuch Disposition the Borrower shall have delivered a certificate signed by aResponsible Officer of the Borrower, in reasonable detail setting forthcalculations demonstrating on a pro forma basis the Borrower’s compliance witheach of the covenants set forth in Section 7.13 after giving effectto such Disposition and any related incurrence and/or repayment ofIndebtedness, and (F) 100% of the Net Cash Proceeds of such Dispositionare applied in accordance with Section 2.04(b)(ii)(A).

 

## 7.06         **Restricted Payments.**  Declare or make, directly or indirectly, anyRestricted Payment, providedthat,

##  

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

 

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

 

(c)      during all Unrestricted Periods, so long as there exists noDefault prior to and/or after giving effect to each such payment, the Borrowerand the Parent may declare and pay cash dividends and make stock redemptions,repurchases and capital distributions to the Parent, and the Parent’sstockholders.  For the avoidance ofdoubt, during any Restricted Period, except as specifically provided insubsections (d) and (e) below, the Borrower and the Parent shall notbe permitted to declare and pay cash dividends and make stock redemptions,repurchases and capital distributions to Parent, or Parent’s stockholders;

 

(d)

 

(i)            Borrower may declare and pay dividends up to the Parentin 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 sothat such funds can be used to make payments relating to the settlement of andexpenses relating to, legal or administrative proceedings of the Parent, theBorrower or the Restricted Subsidiaries that are uninsured, and

 

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(ii)           in addition to the amount permitted by subsection (i) preceding,so long as there exists no Default prior to and/or after giving effect to eachsuch payment, the Borrower may declare and pay dividends up to the Parent;provided that, such dividends may only be declared and paid (A) so thatsuch funds can be used to make payments relating to the settlement of andexpenses relating to, legal or administrative proceedings of the Parent, theBorrower or the Restricted Subsidiaries that are uninsured and (B) withfive Business Days prior written notice to the Administrative Agent (or suchlesser notice as may be agreed to among the Borrower and the AdministrativeAgent); and

 

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

 

## 7.07         **Acquisitions.**  Make anyAcquisitions,

##  

(I)            except so long as there exists no Default prior to and/orafter giving effect to each such Acquisition, make Permitted Acquisitionsduring any Unrestricted Period, so long as

 

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

 

(b)      except with respect to Investments that are also Acquisitionsof a Qualified Unrestricted Subsidiary, the Borrower shall have given theAdministrative Agent prior written notice regarding each Permitted Acquisitionwith a cash consideration of $50,000,000 or more;

 

(c)      except with respect to Investments that are also Acquisitionsof a Qualified Unrestricted Subsidiary, with respect to each PermittedAcquisition with a cash consideration of $200,000,000 or more, the Borrowershall have delivered to the Administrative Agent:

 

(i)            within five days prior to the consummation of suchAcquisition (or such lesser time as agreed to by the Agents), calculationsdemonstrating on a pro forma basis the Borrower’s compliance with the covenantsset forth in Section 7.13, all in such detail and in such form asis reasonably acceptable to the Agents; and

 

(ii)           within five days prior to the consummation of any suchAcquisition (or such lesser time as agreed to by the Agents), projections forthe Borrower for a period of the lesser of five years and the maturity of theLoans hereunder after the closing of such Acquisition (giving effect to suchAcquisition) 

 

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andshowing the source of financing for such Acquisition, all in such detail and insuch form as is reasonably acceptable to the Agents; and

 

(d)      except with respect to Investments that are also Acquisitionsof a Qualified Unrestricted Subsidiary, with respect to each PermittedAcquisition consummated under this Section 7.07, the Borrower shallhave complied with each of the following:

 

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

 

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

 

(iii)          the Parent, the Borrower or the applicable Subsidiary shallhave granted a prior and first Lien priority interest in, and pledged to theAdministrative Agent on behalf of the Secured Parties, all of the EquityInterests of each such new Domestic Subsidiary acquired in connection with aPermitted Acquisition hereunder as additional collateral for the Obligations tobe held by the Administrative Agent in accordance with the terms of theParent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, andexecuted and delivered to the Administrative Agent all such documentation forsuch 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 Administrative Agent, is required to perfector protect such Lien and grant a prior and first Lien;

 

(iv)          if a new Domestic Subsidiary which is not an UnrestrictedSubsidiary is acquired or created in connection with such Acquisition, thenewly created or acquired Domestic Subsidiary shall have executed and delivereda Security Agreement Supplement or such other document as requested by theAdministrative Agent to grant a Lien on and security interest in all assets(other 

 

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thanExcluded Collateral) of such new Domestic Subsidiary as additional collateralfor the Obligations to be held by the Administrative Agent in accordance withthe terms of the Security Agreement, and executed and delivered to theAdministrative Agent all such documentation for such security interest as, inthe reasonable opinion of the Administrative Agent, is required to perfect orprotect such Lien and grant a prior and first Lien; provided that ineach case no such action shall be required to perfect or provide for thepriority of Liens in Non-Perfected Collateral; and

 

(v)           the Borrower shall have delivered to the AdministrativeAgent evidence reasonably satisfactory to the Administrative Agent to theeffect that all material approvals, consents or authorizations required inconnection with such Acquisition (including the formation of any LicenseSubsidiary and the transfer of FCC Licenses to a License Subsidiary) from anyLicensing Authority or other Governmental Authority shall have been obtained,and such opinions as the Administrative Agent may reasonably request as to theLiens granted to the Administrative Agent, for the benefit of the SecuredParties in the Equity Interest, as required pursuant to this Section, as to anyrequired regulatory approvals for such Acquisition and as to such other mattersas the Administrative Agent may reasonably request.

 

(II)           Notwithstanding the foregoing, during all RestrictedPeriods and so long as no Default exists prior to and/or after giving effect toany such transaction, Permitted Acquisitions shall be permitted under any of (a),(b) or (c) below as follows:

 

(a)      for consideration consisting of Equity Interests of the Parent;

 

(b)      for cash and other consideration (including Equity Interests ofthe Parent except that the value of such Equity Interests shall not be deductedin the calculation of the Acquisition Basket) in an aggregate amount of valuenot to exceed the Acquisition Basket on the date of consummation of theapplicable Acquisition, but only so long as (i) if the fair market valueof the assets Acquired exceeds $5,000,000 for any one Acquisition or series ofrelated Acquisitions (as determined by the Borrower in good faith), prior toconsummation of such Acquisition the Borrower provides a certificate signed bya Responsible Officer of the Borrower, in reasonable detail setting forthcalculations (A) demonstrating on a pro forma basis the Borrower’scompliance with each of the covenants set forth in Section 7.13both before and after giving effect to each such Acquisition and all relatedrepayment and/or incurrence of Indebtedness and (B) of the total value ofthe consideration for such Acquisition and the amount of the Acquisition Basketon such applicable date, (ii) the Loan Parties otherwise comply withsubsections (I)(d)(i), (iii) and (iv) of this Section 7.07to the extent applicable, and (iii) with respect to any Acquisition with apurchase price in excess of $25,000,000, such certificate in clause (i) precedingshall be delivered together with projections for the Borrower for the periodfrom the consummation of such Acquisition through the maturity of the Loanshereunder after the closing of such Acquisition (giving effect to suchAcquisition) and showing the source of financing for such Acquisition, all inreasonable detail;

 

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(c)      so long as (i) if the fair market value of the assetsAcquired exceeds $5,000,000 for any one Acquisition or series of relatedAcquisitions (as determined by the Borrower in good faith), prior toconsummation of such Acquisition the Borrower shall have delivered acertificate signed by a Responsible Officer of the Borrower, in reasonabledetail (i) containing calculations demonstrating on a pro forma basis theBorrower’s compliance with each of the covenants set forth in Section 7.13after giving effect to such Acquisition and any related repayment and/orincurrence of Indebtedness, (ii) with respect to any Acquisition with apurchase price in excess of $25,000,000, together with projections for theBorrower for the period from the consummation of such Acquisition through thematurity of the Loans hereunder after the closing of such Acquisition (givingeffect to such Acquisition) and showing the source of financing for suchAcquisition, all in reasonable detail and (iii) demonstrating compliancewith subclause (A)(VI) below (if such Acquisition is in connection with aLike Kind Exchange):

 

(A)          Acquisitions of assets in connectionwith a Disposition made in accordance with the terms of Section 7.05(b)(v)(A) providedthat each of the following criteria must be satisfied:

 

(I)            such Acquisition will be permittedonly so long as it shall continue to meet and satisfy each of the legalrequirements for a Like Kind Exchange,

 

(II)           such Acquisition will be permittedonly so long as such Loan Party uses a qualified intermediary reasonablyacceptable to the Administrative Agent to effectuate such Like Kind Exchange,

 

(III)         such Acquisition will be permitted onlyso long as (1) the ultimate seller is an unaffiliated third Person, (2) suchLike Kind Exchange is an arm’s length transaction, (3) to the extent thatthe value of the consideration for the assets Disposed exceeds the value of theconsideration for the assets Acquired, at least 90% of the additionalcompensation (provided, that any non-cash additional compensation mustotherwise be permitted by the terms of this Agreement) to such Loan Party willbe paid to the Borrower in immediately available cash Dollars constituting anAsset Exchange Cash Receipt and subject to the mandatory prepayment provisionsof Section 2.04(b) and (4) to the extent that the valueof the consideration for the assets Acquired exceeds the value of theconsideration for the assets Disposed, a Like Kind Exchange Excess ValuePayment constituting the excess consideration to be paid by the Loan Partiesmay be paid in a combination of: (x) Equity Interests of the Parent; and (y) ifthere exists no Default at the time of such payment, and only to the extentsuch amount (or the fair market value thereof, as applicable) is included in thecalculation of usage of the Acquisition Basket (and unused availability existsthereunder), Dollars or assets of a Loan Party,

 

(IV)         if at any time after an asset has beenAcquired or Disposed of by the Borrower or any of its Subsidiaries inconnection with a Like Kind Exchange there shall exist a Default that is not aSubsection 7.05(b)(vi) Reversion Trigger Event, such Loan Party shallbe permitted to consummate the Like Kind Exchange despite the existence of suchDefault,

 

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(V)           such Acquisition will be permittedonly so long as the Disposition in connection with such exchange is a permittedDisposition in accordance with the terms of this Agreement, including, withoutlimitation, Sections 7.05 and 7.09, and

 

(VI)         such Acquisition will only becharacterized as a Like Kind Exchange permitted under this subsection (A) ifthe Borrower delivers written notice within 45 days after the consummation ofthe related Disposition detailing in form reasonably acceptable to theAdministrative Agent the assets subject to the Acquisition and consummates suchAcquisition within six months after the date of the related Disposition (forthe avoidance of doubt, failure to timely deliver to the Administrative Agent awritten notice identifying in reasonable detail the target Acquisition inconnection with a Like Kind Exchange within 45 days after the consummation of aDisposition is a Subsection 7.05(b)(vi) Reversion Trigger Event andno Acquisition is permitted to be consummated under this subsection (A)).

 

Notwithstanding theforegoing, upon the occurrence of any Subsection 7.05(b)(vi) ReversionTrigger Event, a Subsection 7.05(b)(vi) Reversion shall automaticallyoccur without notice to any Person and no Acquisition will be permitted underthe preceding subsection (A); and

 

(B)           Acquisitions of assets in connection with asset exchangesfor one or more Stations disposed of in connection with a Disposition inaccordance with the terms of Section 7.05(b)(v)(B) (including,without limitation, any Like Kind Exchange to the extent it satisfies each ofthe conditions of this subclause (B)), providedthat each of thefollowing criteria must be satisfied:

 

(I)            such Acquisition will be permittedonly so long as such asset exchange is consummated concurrently orsubstantially concurrently with the Disposition related to such exchange (butin no event earlier than five Business Days before, or later than five BusinessDays after, the Disposition of the related asset),

 

(II)           such Acquisition will be permittedonly so long as (1) the ultimate seller is an unaffiliated third Person, (2) suchexchange involves an Acquisition of one or more radio stations in connectionwith the Disposition of one or more Stations and is an arm’s length transactionfor assets of like kind, (3) to the extent that the value of theconsideration for the assets Disposed exceeds the value of the considerationfor the assets Acquired, at least 90% of the additional compensation (provided,that any non-cash additional compensation must otherwise be permitted by theterms of this Agreement) to such Loan Party will be paid to the Borrower inimmediately available cash Dollars constituting an Asset Exchange Cash Receiptand subject to the mandatory prepayment provisions of Section 2.04(b) and(4) to the extent that the value of the consideration for the assetsAcquired exceeds the value of the consideration for the assets Disposed, theadditional compensation paid by such Loan Party constituting a Like KindExchange Excess Value Payment will be paid to the ultimate seller only inEquity Interests of the Parent, provided that such Loan Party may make suchLike Kind Exchange Excess Value Payment in Dollars or assets of a Loan Party ifthere exists no Default at the time of such payment, and only to the extentsuch amount (or the fair market value thereof, as

 

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applicable)is included in the calculation of usage of the Acquisition Basket (and unusedavailability exists thereunder), and

 

(III)         such Acquisition will be permitted onlyso long as the Disposition in connection with such exchange is otherwisepermitted by the terms of this Agreement, including, without limitation, Sections7.05 and 7.09.

 

Notwithstanding anythingherein to the contrary, (1) in each case of each type of asset exchangeAcquisition permitted under subsections (A) and (B) preceding, (x) AssetExchange Cash Receipts will be deemed to be Net Cash Proceeds and subject tothe mandatory prepayment provisions of Section 2.04(b)(ii)(A); and (y) theBorrower and the Loan Parties shall have complied with all provisions of Sections6.12, 6.13, 6.14 and 6.15, as applicable, with respectto the assets and/or Equity Interests being Acquired, and subsections(I)(d)(i), (iii) and (iv) of this Section 7.07, asapplicable, and (2) no payment (deferred or otherwise) of anyconsideration of any type may be made during any Restricted Period with respectto any Acquisition that was permitted by Section 7.07(I) atthe time such Acquisition was consummated, except so long as there exists noDefault prior to and/or after giving effect to such payment, any such paymentmay be made to the extent such Acquisition would have been permitted under Section 7.07(II) (including,without limitation, unused availability in the Acquisition Basket) at both thetime (x) the Acquisition was consummated and (y) of payment of anysuch amount.

 

## 7.08         **Change in Nature of Business.**  Engage in any material line of businesssubstantially different from the Business.

##  

## 7.09         **Transactions with Affiliates.**  Enter into any transaction of any kind withany Affiliate of the Parent or the Borrower, whether or not in the ordinarycourse of business, other than on fair and reasonable terms substantially asfavorable to the Parent, the Borrower or such Restricted Subsidiary as would beobtainable by the Parent, the Borrower or such Restricted Subsidiary at thetime in a comparable arm’s length transaction with a Person other than anAffiliate, provided that the foregoing restriction shall not apply to (a) transactionsbetween or among the Borrower and any of the Restricted Subsidiaries that areGuarantors, or (b) between and among Restricted Subsidiaries that areGuarantors, (c) Investments permitted by Section 7.17, and (c) RestrictedPayments permitted by Section 7.06. For the avoidance of doubt, this Section 7.09 shall notapply to employment arrangements with, and payments of compensation or benefitsto 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 otherwiserestricting or prohibiting the Parent, the Borrower and/or their RestrictedSubsidiaries 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 andsecured under Section 7.01(i) and (b) to the extent theObligations are expressly permitted to be fully secured notwithstanding suchrestriction or prohibition (either senior to or ratably with such otherIndebtedness related to such restriction or prohibition, if such restriction orprohibition is related to the issuance of Indebtedness).

 

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##  

## 7.11         **Use of Proceeds.**  Usethe proceeds of any Credit Extension, whether directly or indirectly topurchase 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 marginstock or to refund indebtedness originally incurred for such purpose.

##  

## 7.12         **Amendment of Material Documents and Agreements.**  Amend, modify or supplement (a) OrganizationDocuments of the Parent, the Borrower or any Material Subsidiary, unlessrequired by law, in any manner that is materially adverse to the interests ofthe Lenders (as may be reasonably determined by the Agents) or (b) theIndenture and the other Subordinated Notes Documents, in any manner that ismaterially adverse to the interests of the Lenders (as may be reasonablydetermined by the Agents).  The Parentand 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 CoverageRatio as of the last day of any fiscal quarter to be less than 2.00 to 1.00.

 

(b)      Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as ofthe last day of any fiscal quarter to be greater than the ratio set forth belowopposite such period:

 
| **Fiscal  Quarters Ending**                                    | ** ** | **Ratio**    | ** ** |
|----------------------------------------------------------------|------------|--------------|------------|
| ** **                                                     | ** ** | ** **   | ** ** |
| First Amendment Effective Date through  December 31, 2010 |       | 7.00 to 1.00 |       |
| March 31, 2011                                            |       | 6.75 to 1.00 |       |
| June 30, 2011                                             |       | 6.50 to 1.00 |       |
| September 30, 2011                                        |       | 6.25 to 1.00 |       |
| December 31, 2011 and thereafter                          |       | 6.00 to 1.00 |       |

 

## 7.14         **License Subsidiaries.**  Except as set forth on Schedule 5.17or permitted by the terms of Section 5.17, permit any Subsidiary(other than a License Subsidiary) to hold any FCC Licenses, or permit anyLicense Subsidiary to be an Unrestricted Subsidiary, except strictly inaccordance with the terms hereof.  TheBorrower shall not permit any License Subsidiary to (a) incur, create,assume or permit to exist any Indebtedness other than the Obligations andIndebtedness 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 anyproperty or assets now owned or hereafter acquired by it except (i) infavor of the Administrative Agent for the benefit of the Secured Partiessecuring the Obligations and (ii) subordinated guaranties permitted by Section 7.03,(c) make any capital expenditures, (d) acquire any assets other thanthe Licenses, (e) conduct any business, or (f) hire or engage anyemployees.  No License Subsidiary shallbe an Unrestricted Subsidiary unless all entities operating and owning asubstantial amount of the related Station’s assets are also UnrestrictedSubsidiaries.

##  

## 7.15         **High Yield Indebtedness. **Make any interestor principal payment on any of the New Subordinated High Yield Indebtedness orother subordinated Indebtedness during the existence of a payment Default orEvent of Default.  Upon the occurrence ofan Event of Default, the Borrower and the Parent shall immediately, upon thewritten request of the Administrative 

 

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## Agent, notify the trusteeunder any New Subordinated High Yield Indebtedness.  Upon the occurrence of any breach, default orevent of default under any of the documentation relating to any NewSubordinated High Yield Indebtedness, the Parent and the Borrower shallpromptly notify the Administrative Agent. The Parent and the Borrower shall take all actions necessary under anydocumentation relating to any New Subordinated High Yield Indebtedness to causethe Obligations to be Designated Senior Indebtedness (or any comparable term inthe documentation for any New Subordinated High Yield Indebtedness) at alltimes and for all purposes of the any New Subordinated High Yield Indebtednessand all documentation related to any New Subordinated High Yield Indebtedness.

## ** **

## 7.16         **Sale and Leaseback Transactions.**  Enter into any arrangement at any time on orafter the First Amendment Effective Date whereby the Parent, the Borrower, orany Restricted Subsidiary sells or transfers any of its assets, and thereafterrents or leases such assets.

##  

## 7.17         **Unrestricted Subsidiaries.**

## ** **

(a)      During all Unrestricted Periods, Invest in any UnrestrictedSubsidiary, Acquire any Unrestricted Subsidiary, or create any UnrestrictedSubsidiary (in each case except Investments and Acquisitions in, and thecreation of, any Qualified Unrestricted Subsidiary to the extent constitutingthe contribution of, or paid for with, Equity Interests of the Parent), or doany of the foregoing with respect to any direct or indirect subsidiary of anyUnrestricted Subsidiary (whether in cash, or using, contribution of assets orequity interests (except Equity Interests of the Parent) or otherwise), providedthat, so long as there exists no Default prior to and/or after givingeffect to any such Investment, the Loan Parties may make Investments in, ormake Acquisitions of, or create, any Qualified Unrestricted Subsidiary in anamount which, in the aggregate at any one time outstanding for all UnrestrictedSubsidiary Investments, Acquisitions and creations of Unrestricted Subsidiariesby all Loan Parties, does not exceed Net Investments of $50,000,000 (excluding (i) forthe avoidance of doubt, transaction costs and (ii) up to $15,000,000 inactual value of Identified Assets that have been used to make an initialInvestment (which such value shall be determined based on the considerationcontributed by the Other Investor in connection with such Other Investor’sinitial Equity Interests in such Investment); provided thatnotwithstanding anything herein to the contrary, in an Investment with theIdentified Assets, the value of Identified Assets shall exclude the value ofany non-cash consideration for such Other Investor’s Equity Interest (to theextent that such non-cash consideration is not acquired in anticipation of suchInvestment)) after the First Amendment Effective Date (specifically includingall amounts expended constituting Investments in, and Acquisitions of,Unrestricted Subsidiaries in the calculation of Net Investments for bothRestricted Periods and Unrestricted Periods after the First Amendment EffectiveDate), providedfurther that in connection with each suchInvestment or Acquisition the value of the assets and equity interests shall bedetermined in good faith by the Borrower to be the fair market value of suchassets and equity interests on the date of the applicable Investment orAcquisition.  For the avoidance of doubt,(i) all Investments made, Acquisitions made and all related expendituresof monies contributed, advanced, loaned or otherwise invested in UnrestrictedSubsidiaries (but not including transaction costs), shall be included in thedetermination of Net Investments regardless of (A) when made (duringRestricted Periods or otherwise, but only after the First Amendment EffectiveDate) or (B) whether such Unrestricted Subsidiary was a QualifiedUnrestricted Subsidiary on the date of such action or 

 

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onany date of determination and (ii) the only manner in which any portion ofthe $50,000,000 limitation for Qualified Unrestricted Subsidiaries may bereplenished or reinstated is through replenishment from time to time as cash isreceived by a Loan Party after the First Amendment Effective Date fromQualified Unrestricted Subsidiaries in Dollars and used to repay the Term Loansin accordance with, and to the extent permitted by, the definition of NetInvestments, whether during Restricted Periods or Unrestricted Periods.

 

(b)      During Restricted Periods only, Invest in any UnrestrictedSubsidiary, Acquire any Unrestricted Subsidiary, or create any UnrestrictedSubsidiary (in each case except Investments and Acquisitions in, and thecreation of, any Qualified Unrestricted Subsidiary to the extent constitutingthe contribution of, or paid for with, Equity Interests of the Parent), or doany of the foregoing with respect to any direct or indirect subsidiary of anyUnrestricted Subsidiary (whether in cash, or using, contribution of assets orequity interests (except Equity Interests of the Parent) or otherwise), providedthat, so long as there exists no Default prior to and/or after givingeffect to any such Investment, Acquisition or creation, the Loan Parties maymake Investments in, or make Acquisitions of, or create, any QualifiedUnrestricted Subsidiary in an amount which, in the aggregate for all moniesexpended by the Parent, the Borrower and their Restricted Subsidiaries constitutingInvestments in, Acquisitions of or creations of, all Unrestricted Subsidiariesduring Restricted Periods, does not exceed the amount of the unused InvestmentBasket, inclusive of any Investments in, Acquisitions of or creations of, allUnrestricted Subsidiaries during Unrestricted Periods pursuant to Section 7.17(a),providedfurther that in connection with each such Investment,acquisition, or creation, the value of the assets and equity interestsshall be determined in good faith by the Borrower to be the fair market valueof such assets and equity interests on the date of each such Investment,Acquisition or creation.  For theavoidance of doubt, all Investments in, Acquisitions of, and creations of, andall related expenditures of monies contributed, advanced, loaned or otherwiseinvested in Unrestricted Subsidiaries (but not including transaction costs),shall be included in the calculation of amount of investments made for thisdetermination under subsection (b) of Section 7.17 to theextent made during a Restricted Period irrespective of whether any UnrestrictedSubsidiary was a Qualified Unrestricted Subsidiary on the date of such actionor on any date of determination and (ii) the Investment Basket may not bereplenished under any circumstance for any reason.

 

(c)      During all periods, the Parent, the Borrower and the RestrictedSubsidiaries will (i) not conduct any business or enter into anytransaction with the Unrestricted Subsidiaries, other than on fair andreasonable terms substantially as favorable (or more favorable) to the Parent,the Borrower or such Restricted Subsidiary as would be obtainable by theParent, the Borrower or such Restricted Subsidiary at the time in a comparablearm’s length transaction with an unrelated third Person (a Person other than aSubsidiary, an Unrestricted Subsidiary or an Affiliate), (ii) keep alldeposit accounts, investment accounts and other accounts of the UnrestrictedSubsidiaries segregated and apart from the accounts of the Borrower, the Parentand the Restricted Subsidiaries, (iii) use reasonable methods to (A) notcommingle the business, employees and assets of the Parent, the Borrower andthe Restricted Subsidiaries (other than servicing arrangements on fair andreasonable terms substantially as favorable (or more favorable) to the Parent,the Borrower or such Restricted Subsidiary as would be obtainable by theParent, the Borrower or such Restricted Subsidiary at the time in a comparablearm’s length transaction with a Person other than an Unrestricted Subsidiary oran 

 

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Affiliate),and (B) keep the Business of the Parent, the Borrower and the RestrictedSubsidiaries separate and apart from the Unrestricted Subsidiaries.

 

(d)      For the avoidance of doubt, any designation by the Borrower ofan Unrestricted Subsidiary as a Restricted Subsidiary will not increase orreplenish the Investment Basket or the $50,000,000 basket set forth insubsection (a) above (irrespective of whether such UnrestrictedSubsidiary is a Qualified Unrestricted Subsidiary).

 

(e)      The Borrower may make Investments in Qualified UnrestrictedSubsidiaries using Equity Interests of the Parent.

 

## 7.18         **Formation, Acquisition or Change in Status of Unrestricted Subsidiaries.**

## ** **

(a)      Designate any Restricted Subsidiary as an UnrestrictedSubsidiary;

 

(b)      Create or acquire any Unrestricted Subsidiary that is not aQualified Unrestricted Subsidiary; or

 

(c)      Take any action that would cause an Unrestricted Subsidiary tono longer be a Qualified Unrestricted Subsidiary, unless such UnrestrictedSubsidiary becomes wholly-owned by one or more Loan Parties and converts to aRestricted Subsidiary in accordance with the requirements set forth in thedefinition of a “Restricted Subsidiary”.

 

## 7.19         **Prepayments, Etc. of Indebtedness**.  During Restricted Periods only, make anyunscheduled payment or prepayment of principal or interest (or any comparableunscheduled reduction of principal or yield provision, or payment of fees) onany Indebtedness (including, without limitation, any redemption, defeasance,setting aside of funds, or other provision for, or the assurance of, any suchunscheduled payment or prepayment), except (a) the prepayment at par ofthe Obligations in accordance with the terms of this Agreement, (b) aspermitted in accordance with the terms of Section 7.20(b)(ii) andSection 7.20(b)(iii) and (c) so long as there exists noDefault prior to and/or after giving effect to any such transaction, (i) andsuch sale is otherwise permitted by the terms of this Agreement, in connectionwith the sale of property by a Loan Party, the prepayment of the relatedcapital lease or similar obligation or purchase money indebtedness of such LoanParty out of the gross proceeds from such sale of property and (ii) prepaymentson Indebtedness (including, without limitation, any redemption, defeasance,setting aside of funds, or other provision for, or the assurance of, any suchunscheduled payment or prepayment) in an amount less than $200,000 for any onesuch prepayment or any series of prepayments on any Indebtedness of a LoanParty.

##  

## 7.20         **Debt Repurchases.**

## ** **

(a)      During all Unrestricted Periods, repurchase, buy, redeem,prepay, defease, receive an assignment of, issue any notice of redemption ordefeasance with respect to, or otherwise cause any of the foregoing or thecancellation, forgiveness or purchase (including, without limitation, anysetting aside of funds, or other provision for, or assurance of, payment), orenter into any other transaction which accomplishes a like result, of any ofits Loans and Obligations or New Subordinated High Yield Indebtedness, norshall the Borrower or the Parent permit any Subsidiary, Loan Party or anyAffiliate to do any of the foregoing, provided

 

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that,notwithstanding the preceding, the Borrower may repay and prepay the Loanshereunder at par in accordance with the terms of this Agreement;

 

(b)      During Restricted Periods only, repurchase, buy, redeem,prepay, defease, receive an assignment of, issue any notice of redemption ordefeasance with respect to, or otherwise cause any of the foregoing or thecancellation, forgiveness or purchase (including, without limitation, anysetting aside of funds, or other provision for, or assurance of, payment), orenter into any other transaction which accomplishes a like result, of any ofits Indebtedness including, without limitation, the Loans and Obligations, norshall the Borrower or the Parent permit any Subsidiary, Loan Party or anyAffiliate to do any of the foregoing, provided that, notwithstanding thepreceding:

 

(i)            the Borrower may repay and prepay the Loans hereunder atpar in accordance with the terms of this Agreement;

 

(ii)           the Borrower may make prepayments or repurchases ofIndebtedness as permitted in accordance with the terms of Section 7.19(c),and

 

(iii)          the Borrower may enter into any such transaction regardingthe EPLLC Deemed Debt.

 

## 7.21         **Limitation on Certain Actions. **Notwithstandingany provision in this Agreement to the contrary, during an Unrestricted Period,(a) consummate any Investment, Disposition (in excess of $200,000) orAcquisition, or (b) permit or consummate any merger, dissolution,liquidation or consolidation, or (c) make any Restricted Payment pursuantto Section 7.06(c) , or (d) incur any Indebtedness(except Indebtedness permitted to be incurred hereunder but only to the extentsuch Indebtedness is incurred in connection with the ordinary course operationsof the Loan Parties in accordance with past practices), or (e) take ormake any combination of any of the actions specified in clauses (a), (b), (c) or(d) preceding, if the Consolidated Leverage Ratio after giving effect tothe result of such applicable transaction or transactions, or such actions orseries of actions, or any combination thereof, would be in excess of 6.00 to1.00.  For the avoidance of doubt, it isspecifically agreed that a reduction in Consolidated Operating Cash Flow due tothe results of ordinary course of business operations of the Borrower and itsRestricted Subsidiaries will not violate this provision.

##  

# **ARTICLE VIII.**EVENTS OF DEFAULT AND REMEDIES

# ** **

## 8.01         **Events of Default.**  Anyof the following shall constitute an Event of Default:

##  

(a)      Non-Payment.  TheBorrower or any other Loan Party fails to pay (i) when and as required tobe paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) withinthree Business Days after the same becomes due, any interest on any Loan or onany L/C Obligation, or any fee due hereunder, or (iii) within fiveBusiness Days after the same becomes due, any other amount payable hereunder orunder any other Loan Document; or

 

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

 

(c)      Other Defaults.  (i) TheParent, the Borrower or any Subsidiary fails to perform or observe any term,covenant or agreement contained in either Section 6.10 or 6.11on its part to be performed or observed and such failure continues for 10 daysafter the earlier of actual notice by the Borrower or the Parent of suchDefault or receipt by such Loan Party of written notice of the existence ofsuch Default from any Lender, or (ii) any Loan Party fails to perform orobserve 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 performedor observed and such failure continues for 30 days after the earlier of actualnotice by the Borrower or the Parent of such Default or receipt by such LoanParty of written notice of the existence of such Default from any Lender; or

 

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

 

(e)      Cross-Default.  (i) TheParent, the Borrower or any Restricted Subsidiary (A) fails to make anypayment when due (whether by scheduled maturity, required prepayment,acceleration, demand, or otherwise) in respect of any New Subordinated HighYield Indebtedness or any other Consolidated Funded Indebtedness (other thanIndebtedness hereunder and Indebtedness under Swap Contracts) having anaggregate principal amount (including undrawn committed or available amountsand including amounts owing to all creditors under any combined or syndicatedcredit arrangement) of more than $50,000,000, or (B) fails to observe orperform any other agreement or condition relating to any New Subordinated HighYield Indebtedness or any other such Consolidated Funded Indebtedness, orcontained in any instrument or agreement evidencing, securing or relatingthereto, or any other event occurs, the effect of which default or other eventis to cause, or to permit the holder or holders of New Subordinated High YieldIndebtedness or such Consolidated Funded Indebtedness, (or a trustee or agenton behalf of such holder or holders) to cause, with the giving of notice ifrequired, such Consolidated Funded Indebtedness to be demanded or to become dueor to be repurchased, prepaid, defeased or redeemed (automatically orotherwise), or an offer to repurchase, prepay, defease or redeem suchConsolidated Funded Indebtedness to be made, prior to its stated maturity, tobecome payable or cash collateral in respect thereof to be demanded; or (ii) thereoccurs under any Swap Contract an Early Termination Date (as defined in suchSwap Contract) resulting from (A) any event of default under such SwapContract as to which the Parent, the Borrower or any Restricted Subsidiary isthe Defaulting Party (as defined in such Swap Contract) or (B) anyTermination Event (as so defined) under such Swap Contract as to which theParent, the Borrower or any Restricted Subsidiary is an Affected Party (as sodefined) 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 RestrictedSubsidiary institutes or consents to the institution of any proceeding underany Debtor Relief Law, or makes an assignment for the benefit of creditors; orapplies for or consents to the appointment of any receiver, trustee, custodian,conservator, liquidator, rehabilitator or similar officer for it or for all orany material part of its property; or any receiver, trustee, custodian,conservator, liquidator, rehabilitator or similar officer is appointed withoutthe application or consent of such Person and the appointment continuesundischarged or unstayed for 90 calendar days, or the Parent, the Borrower orsuch Material Subsidiary has consented in writing to any of the foregoing; orany proceeding under any Debtor Relief Law relating to any such Person or toall or any material part of its property is instituted without the consent ofsuch Person and continues undismissed or unstayed for 90 calendar days, or anorder for relief is entered in any such proceeding; or

** **

(g)      Inability to Pay Debts; Attachment.  (i) The Parent, the Borrower or anyRestricted Subsidiary admits in writing its inability to pay its debts as theybecome due, or (ii) any writ or warrant of attachment or execution orsimilar process is issued or levied against all or any material part of theproperty of any such Person and is not released, vacated or fully bonded within30 days after its issue or levy; or

** **

(h)      Judgments.  Thereis entered against the Parent, the Borrower or any Restricted Subsidiary (i) afinal judgment or order for the payment of money in an aggregate amountexceeding $50,000,000 (to the extent not covered by independent third-partyinsurance or indemnity), or (ii) any one or more non-monetary finaljudgments that have, or is reasonably expected to have, individually or in theaggregate, a Material Adverse Effect and, in either case, (A) enforcementproceedings are commenced by any creditor upon such judgment or order, or (B) thereis a period of 30 consecutive days during which such judgment remains unpaidand a stay of enforcement of such judgment, by reason of a pending appeal orotherwise, is not in effect; or

 

(i)       ERISA.  (i) AnERISA Event occurs with respect to a Pension Plan or Multiemployer Plan whichhas resulted or is reasonably expected to result in liability of the Parent,the Borrower or any Subsidiary under Title IV of ERISA to the PensionPlan, 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 failsto pay when due, after the expiration of any applicable grace period, anyinstallment payment with respect to its withdrawal liability under Section 4201of ERISA under a Multiemployer Plan which has resulted or is reasonably expectedto result in liability of the Parent, the Borrower or any Subsidiary in anaggregate 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 asexpressly permitted hereunder or thereunder or satisfaction in full of all theObligations, ceases to be in full force and effect; or any Loan Party or anyother Person contests in any manner the validity or enforceability of anymaterial provision of any Loan Document; or any Loan Party denies that it hasany or further liability or obligation under any Loan Document, or purports torevoke, 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 LicensingAuthority shall revoke, terminate, substantially and adversely modify or refuseby final order to renew any License relating to a Station or Stations or (ii) theBorrower or any License Subsidiary shall be required pursuant to a finalnon-appealable order to sell or otherwise dispose of any Station; so long as ineach case of (i) and (ii) preceding such event or failure isreasonably expected to have a Material Adverse Effect; or

 

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

 

(m)     Unrestricted Subsidiaries.  Any event or circumstance described in thepreceding subsections (e), (f), (h) and (k) shall have occurred withrespect to any Unrestricted Subsidiary, and such event or circumstance wouldreasonably be expected to result in an Material Adverse Effect; or

 

(n)      Collateral Documents. Any Collateral Document shall for any reason (other than pursuant to theterms thereof or as a direct result of action or inaction of the AdministrativeAgent or any other Lender) cease to create a (i) valid and perfected firstpriority Lien (subject to Liens permitted by Section 7.01) on theCollateral (other than Non-Perfected Collateral) purported to be coveredthereby or (ii) valid Lien (subject to Liens permitted by Section 7.01)on the Non-Perfected Collateral.

 

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

##  

(a)      declare the commitment of each Lender to make Loans and anyobligation 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 payablehereunder or under any other Loan Document to be immediately due and payable,without presentment, demand, protest or other notice of any kind, all of whichare hereby expressly waived by the Parent, the Borrower and each Subsidiary;

 

(c)      require that the Borrower Cash Collateralize the L/CObligations (in an amount equal to the then Outstanding Amount thereof); and

 

(d)      exercise on behalf of itself and the Lenders all rights andremedies 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 reliefwith respect to the Borrower or the Parent under the Bankruptcy Code of theUnited States, the obligation of each Lender to make Committed Loans and anyobligation of the L/C Issuer to make L/C Credit Extensions shall automaticallyterminate, the unpaid principal amount of all outstanding Loans and allinterest and other amounts as aforesaid shall automatically become due andpayable, and the obligation of the Borrower to Cash Collateralize the L/CObligations as 

 

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aforesaid shallautomatically become effective, in each case without further act of theAdministrative Agent or any Lender.

 

## 8.03         **Application of Funds.**  After the exercise of remedies provided forin Section 8.02 (or after the Loans have automatically becomeimmediately due and payable and the L/C Obligations have automatically beenrequired 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 theAdministrative Agent in the following order:

##  

First, to payment ofthat portion of the Obligations constituting fees, indemnities, expenses andother amounts (including fees, charges and disbursements of counsel to theAgents and amounts payable under Article III) payable to the Agentsin their capacity as such;

 

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

 

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

 

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

 

Fifth, to theAdministrative Agent for the account of the L/C Issuer, to Cash Collateralizethat portion of L/C Obligations comprised of the aggregate undrawn amount ofLetters of Credit;

 

Sixth, to payment ofremaining portion of the Obligations, ratably among the Lenders in proportionto 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, tothe Borrower or as otherwise required by Law.

 

Subject to Section 2.03(c),amounts used to Cash Collateralize the aggregate undrawn amount of Letters ofCredit pursuant to clause Fifth above shall be applied to satisfy drawingsunder such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters ofCredit have either been fully drawn or expired, such remaining amount shall beapplied to the other Obligations, if any, in the order set forth above.

 

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# **ARTICLE IX.**ADMINISTRATIVE AGENT

# ** **

## 9.01         **Appointment and Authority.**

## ** **

(a)      Each of the Lenders and the L/C Issuer hereby irrevocablyappoints Bank of America to act on its behalf as the Administrative Agenthereunder and under the other Loan Documents and authorizes the AdministrativeAgent to take such actions on its behalf and to exercise such powers as aredelegated to the Administrative Agent by the terms hereof or thereof, togetherwith such actions and powers as are reasonably incidental thereto.

 

(b)      The Administrative Agent shall also act as the collateral agentunder the Loan Documents, and each of the Lenders (including in its capacitiesas a potential Hedge Bank) and the L/C Issuer hereby irrevocably appoints andauthorizes the Administrative Agent to act as the collateral agent of suchLender and the L/C Issuer for purposes of acquiring, holding and enforcing anyand all Liens on Collateral granted by any of the Loan Parties to secure any ofthe Obligations, together with such powers and discretion as are reasonably incidentalthereto.  In this connection, theAdministrative Agent, as collateral agent and any co-agents, sub-agents andattorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05for purposes of holding or enforcing any Lien on the Collateral (or any portionthereof) granted under the Collateral Documents, or for exercising any rightsand remedies thereunder at the direction of the Administrative Agent, shall beentitled to the benefits of all provisions of this Article IX and Article X(including Section 10.04(c), as though such co-agents, sub-agentsand attorneys-in-fact were the collateral agent under the Loan Documents) as ifset forth in full herein with respect thereto.

 

## 9.02         **Rights as a Lender.**  ThePerson serving as the Administrative Agent hereunder shall have the same rightsand powers in its capacity as a Lender as any other Lender and may exercise thesame as though it were not the Administrative Agent and the term “Lender” or “Lenders”shall, unless otherwise expressly indicated or unless the context otherwiserequires, include the Person serving as the Administrative Agent hereunder inits individual capacity.  Such Person andits Affiliates may accept deposits from, lend money to, act as the financialadvisor or in any other advisory capacity for and generally engage in any kindof business with the Parent, the Borrower or any Subsidiary or other Affiliatethereof as if such Person were not the Administrative Agent hereunder andwithout any duty to account therefor to the Lenders.

##  

## 9.03         **Exculpatory Provisions.**  The Agents shall not have any duties orobligations except those expressly set forth herein and in the other LoanDocuments.  Without limiting thegenerality 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 orexercise any discretionary powers (except discretionary rights and powersexpressly contemplated hereby or by the other Loan Documents that theAdministrative Agent is required to exercise as directed in writing by theRequired Lenders (or such other number or percentage of the

 

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Lendersas shall be expressly provided for herein or in the other Loan Documents), providedthat the Administrative Agent shall not be required to take any action that, inits opinion or the opinion of its counsel, may expose the Administrative Agentto liability or that is contrary to any Loan Document or applicable law); and

 

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

 

Neither Agent shall beliable for any action taken or not taken by it, **IN ALLCASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THECOMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY SUCH AGENT**(i) withthe consent or at the request of the Required Lenders (or such other number orpercentage of the Lenders as shall be necessary, or as such Agent shall believein good faith shall be necessary), under the circumstances as provided in Sections10.01 and 8.02 or (ii) in the absence of its own grossnegligence, bad faith or willful misconduct.  The Agents shall be deemed not to haveknowledge of any Default unless and until notice describing such Default isgiven to such Agent by the Borrower, a Lender or the L/C Issuer.

 

The Agents shall not beresponsible for or have any duty to ascertain or inquire into (i) anystatement, warranty or representation made in or in connection with thisAgreement or any other Loan Document, (ii) the contents of anycertificate, report or other document delivered hereunder or thereunder or inconnection herewith or therewith, (iii) the performance or observance ofany of the covenants, agreements or other terms or conditions set forth hereinor therein or the occurrence of any Default, (iv) the validity,enforceability, effectiveness or genuineness of this Agreement, any other LoanDocument or any other agreement, instrument or document or the creation,perfection or priority of any Lien purported to be created by the CollateralDocuments, (v) the value or the sufficiency of any Collateral, or (vi) thesatisfaction of any condition set forth in Article IV or elsewhere herein,other than the Administrative Agent’s duty to confirm receipt of itemsexpressly required to be delivered to the Administrative Agent.

 

## 9.04                           **Reliance byAgents.**

## ** **

The Agents shall be entitledto 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 orother distribution) believed by it to be genuine and to have been signed, sentor otherwise authenticated by the proper Person.  Each Agent also may rely upon any statementmade to it orally or by telephone and believed by it to have been made by theproper Person, and shall not incur any liability for relying thereon.  In determining compliance with any conditionhereunder to the making of a Loan, or the issuance of a Letter of Credit, thatby its terms must be fulfilled to the satisfaction of a Lender or the L/CIssuer, the Administrative Agent may presume that such condition issatisfactory to such Lender or the L/C Issuer unless the Administrative Agentshall have received notice to the contrary from such Lender or the L/C Issuerprior to the making of such Loan or the issuance of such Letter of Credit.  Each Agent may consult with legal counsel(who may be 

 

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counselfor 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 accordancewith the advice of any such counsel, accountants or experts.

 

## 9.05                           **Delegationof Duties.**  TheAdministrative Agent may perform any and all of its duties and exercise itsrights and powers hereunder or under any other Loan Document by or through anyone or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any suchsub-agent may perform any and all of its duties and exercise its rights and powersby or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any suchsub-agent and to the Related Parties of each Agent and any sub-agent, and shallapply to their respective activities in connection with the syndication of thecredit facilities provided for herein as well as activities as AdministrativeAgent.

##  

## 9.06                           **Resignationof Administrative Agent.**  TheAdministrative Agent may at any time give notice of its resignation to theLenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lendersshall have the right, with the consent of the Borrower so long as there existsno Event of Default (such consent not to be unreasonably withheld), to appointa successor, which shall be a bank with an office in the United States, or anAffiliate of any such bank with an office in the United States.  If no such successor shall have been soappointed by the Required Lenders and shall have accepted such appointmentwithin 30 days after the retiring Administrative Agent gives notice of itsresignation, then the retiring Administrative Agent may on behalf of theLenders and the L/C Issuer, appoint a successor Administrative Agent meetingthe qualifications set forth above (including the consent of the Borrower, ifapplicable); provided that if the Administrative Agent shall notify theBorrower and the Lenders that no qualifying Person has accepted suchappointment within 30 days, then the Syndication Agent may on behalf of theLenders and the L/C Issuer, appoint a successor Administrative Agent meetingthe qualifications set forth above; providedfurther that if theAdministrative Agent shall notify the Borrower and the Lenders that noqualifying Person has accepted such appointment and the Agents in theirreasonable determination have determined that no successor Administrative Agentmeeting the qualifications set forth above will accept such appointment, theAgents may engage a commercial servicing company to act in the role ofAdministrative Agent, at the expense of the Borrower (with the consent of theBorrower so long as there exists no Event of Default, such consent not to beunreasonably withheld).  If no successorAdministrative Agent has been appointed, and no servicing agent has beenengaged by the Agents within 30 days after commercially reasonable efforts havebeen made by the Agents to engage such servicing agent, the AdministrativeAgent and the Borrower will negotiate in good faith (the Borrower’s consent notto be unreasonably withheld) a new agency fee for the Administrative Agentbased on the market rate under the circumstances of the Loan, such fee tocompensate the Administrative Agent for the administrative duties to beconducted by the Administrative Agent in connection with this Agreement and theother Loan Documents and to supersede any such agency fee payable to theAdministrative Agent under any Fee Letter. Upon the acceptance of the appointment by a successor AdministrativeAgent or the engagement of a servicing agent, (a) the resignation of theAdministrative Agent shall become effective in accordance with such notice andthe retiring Administrative Agent shall be discharged from its duties andobligations hereunder and under the other Loan Documents, (b) suchsuccessor or servicing agent shall succeed to and become vested with all of therights, powers, privileges and duties of the retiring (or retired)Administrative Agent, and (c) the retiring Administrative Agent 

 

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##  

## shall be discharged from allof its duties and obligations hereunder or under the other Loan Documents (ifnot already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to asuccessor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and suchsuccessor.  After the retiringAdministrative Agent’s resignation hereunder and under the other LoanDocuments, the provisions of this Article and Section 10.04shall continue in effect for the benefit of such retiring Administrative Agent,its sub-agents and their respective Related Parties in respect of any actionstaken or omitted to be taken by any of them while the retiring AdministrativeAgent was acting as Administrative Agent.

##  

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

 

## 9.07                           **Non-Relianceon Agents and Other Lenders.**  Each Lender and the L/C Issuer acknowledgesthat it has, independently and without reliance upon the Agents or any otherLender or any of their Related Parties and based on such documents andinformation as it has deemed appropriate, made its own credit analysis anddecision 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 anyof their Related Parties and based on such documents and information as itshall from time to time deem appropriate, continue to make its own decisions intaking or not taking action under or based upon this Agreement, any other LoanDocument or any related agreement or any document furnished hereunder orthereunder.

##  

## 9.08                           **No OtherDuties, Etc.**  Anythingherein to the contrary notwithstanding, none of the book managers, Arrangers,Syndication Agent or Co-Documentation Agents listed on the cover page hereofshall have any powers, duties or responsibilities under this Agreement or anyof the other Loan Documents, except in its capacity, as applicable, as theAdministrative Agent, a Lender or the L/C Issuer hereunder.

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## 9.09                           **AdministrativeAgent 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, theAdministrative Agent (irrespective of whether the principal of any Loan or L/CObligation shall then be due and payable as herein expressed or by declarationor otherwise and irrespective of whether the Administrative Agent shall havemade any demand on the Borrower) shall be entitled and 

 

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##  

## empowered to, and ifrequested by the Required Lenders shall, by intervention in such proceeding orotherwise

##  

(a)                  file and prove a claim forthe whole amount of the principal and interest owing and unpaid in respect ofthe Loans, L/C Obligations and all other Obligations that are due and owing andunpaid and to file such other documents as may be necessary or advisable inorder to have the claims of the Lenders, the L/C Issuer and the AdministrativeAgent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders, the L/C Issuer and theAdministrative Agent and their respective agents and counsel and all otheramounts 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 anymonies or other property payable or deliverable on any such claims and todistribute the same;

 

and any custodian, receiver,assignee, trustee, liquidator, sequestrator or other similar official in anysuch judicial proceeding is hereby authorized by each Lender and the L/C Issuerto make such payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly tothe Lenders and the L/C Issuer, to pay to the Administrative Agent any amountdue for the reasonable compensation, expenses, disbursements and advances ofthe Administrative Agent and its agents and counsel, and any other amounts duethe Administrative Agent under Sections 2.08 and 10.04.

 

Nothing contained hereinshall be deemed to authorize the Administrative Agent to authorize or consentto or accept or adopt on behalf of any Lender or the L/C Issuer any plan ofreorganization, arrangement, adjustment or composition affecting theObligations or the rights of any Lender or to authorize the AdministrativeAgent to vote in respect of the claim of any Lender in any such proceeding.

** **

## 9.10                           **Collateraland Guaranty Matters.**  TheSecured Parties, the Lenders and the L/C Issuer (in each case including in itscapacity as a Hedge Bank, if applicable) irrevocably authorize theAdministrative Agent, at its option and in its discretion,

##  

(a)                  to release any Lien on anyproperty granted to or held by the Administrative Agent under any Loan Document(i) upon termination of the Aggregate Commitments and payment in full ofall Obligations (other than (A) contingent indemnification obligations and(B) obligations and liabilities under Secured Hedge Agreements) and theexpiration or termination of all Letters of Credit, (ii) that is Disposedof or conveyed or to be Disposed of as part of or in connection with anyDisposition permitted hereunder or under any other Loan Document, or (iii) subjectto Section 10.01, if approved, authorized or ratified in writing bythe Required Lenders; and

 

(b)                 to subordinate any Lien on anyproperty granted to or held by the Administrative Agent under any Loan Documentto the Holder of any Lien on such property that is permitted by Section 7.01(i);and

 

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(c)                  to release any Guarantorfrom its obligations under the Guaranty if such Person ceases to be aSubsidiary or ceases to be a Restricted Subsidiary as a result of a transactionpermitted hereunder.

 

Upon request by the Administrative Agent at anytime, the Required Lenders will confirm in writing the Administrative Agent’sauthority to release or subordinate its interest in particular types or itemsof property, or to release any Guarantor from its obligations under theGuaranty 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 deliverto the applicable Loan Party such documents as such Loan Party may reasonablyrequest to evidence the release of such item of Collateral from the assignmentand security interest granted under the Loan Documents, or to release suchGuarantor from its obligations under the Guaranty, in each case in accordancewith the terms of the Loan Documents and this Section 9.10.

 

## 9.11                           **SecuredHedge Agreements.**  No Hedge Bankthat obtains the benefits of Section 8.03, any Guaranty Agreementsor any Collateral by virtue of the provisions hereof or of any GuarantyAgreement or any Collateral Document shall have any right to notice of anyaction or to consent to, direct or object to any action hereunder or under anyother Loan Document or otherwise in respect of the Collateral (including therelease or impairment of any Collateral) other than in its capacity as a Lenderand, in such case, only to the extent expressly provided in the LoanDocuments.  Notwithstanding any otherprovision of this Article IX to the contrary, the AdministrativeAgent shall not be required to verify the payment of, or that othersatisfactory arrangements have been made with respect to, Obligations arisingunder Secured Hedge Agreements unless the Administrative Agent has receivedwritten notice of such Obligations, together with such supporting documentationas the Administrative Agent may request, from the applicable Hedge Bank, as thecase may be.

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# **ARTICLEX.**MISCELLANEOUS

# ** **

## 10.01                     **Amendments,Etc.**  No amendment or waiver of anyprovision of this Agreement or any other Loan Document, and no consent to anydeparture by the Borrower or any other Loan Party therefrom, shall be effectiveunless in writing signed by the Required Lenders and the Borrower or theapplicable Loan Party, as the case may be, and acknowledged by theAdministrative Agent, and each such waiver or consent shall be effective onlyin 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 theCommitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)without the written consent of each such Lender directly and adversely affectedthereby;

 

(b)                 postpone any date fixed bythis Agreement or any other Loan Document for any payment (excluding mandatoryprepayments) of principal, interest, fees or other amounts due to the Lenders(or any of them) or any scheduled or mandatory reduction of the AggregateCommitments hereunder or under any other Loan Document without the writtenconsent of each Lender directly and adversely affected thereby;

 

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(c)                  reduce the principal of, orthe 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 adverselyaffected thereby; provided, however, that only the consent of theRequired Lenders shall be necessary (i) to amend the definition of “DefaultRate” or to waive any obligation of the Borrower to pay interest or Letter ofCredit Fees at the Default Rate or (ii) to amend any financial covenanthereunder (or any defined term used therein) even if the effect of suchamendment would be to reduce the rate of interest on any Loan or L/C Borrowingor to reduce any fee payable hereunder;

 

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

 

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

 

(f)                    release all of, orsubstantially all of, the value of the guaranties of the Obligations made bythe Guarantors without the written consent of each Lender, or release theParent from the Guaranty without the written consent of each Lender; or

 

(g)                 release all of, orsubstantially all of, the Collateral without the written consent of eachLender;

 

and, provided further, that (i) noamendment, waiver or consent shall, unless in writing and signed by the L/CIssuer in addition to the Lenders required above, affect the rights or dutiesof the L/C Issuer under this Agreement or any Issuer Document relating to anyLetter of Credit issued or to be issued by it; (ii) no amendment, waiveror consent shall, unless in writing and signed by the Administrative Agent inaddition to the Lenders required above, affect the rights or duties of theAdministrative Agent under this Agreement or any other Loan Document; and (iii) Section 10.06(h) maynot be amended, waived or otherwise modified without the consent of eachGranting Lender all or any part of whose Loans are being funded by an SPC atthe time of such amendment, waiver or other modification; (iv) the FeeLetters may be amended, or rights or privileges thereunder waived, in a writingexecuted only by the parties thereto, and (v) the Letter of CreditApplications may be amended, or rights or privileges thereunder waived, in awriting executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lendershall have any right to approve or disapprove any amendment, waiver or consenthereunder, except that the Commitment of such Lender may not be increased orextended without the consent of such Lender. For the avoidance of doubt, (1) all mandatory prepayments hereundermay be waived by the Required Lenders and (2) all mandatory prepaymentprovisions hereunder may be amended with the consent of the Required Lendersand the Borrower.

 

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## 10.02                     **Notices;Effectiveness; Electronic Communication.**

## ** **

(a)                  Notices Generally.  Except in the case of notices and othercommunications expressly permitted to be given by telephone (and except asprovided in subsection (b) below), all notices and othercommunications provided for herein shall be in writing and shall be deliveredby hand or overnight courier service, mailed by certified or registered mail orsent by telecopier as follows, and all notices and other communicationsexpressly permitted hereunder to be given by telephone shall be made to theapplicable telephone number, as follows:

 

(i)                                     if to theBorrower, either Agent or the L/C Issuer, to the address, telecopier number,electronic mail address or telephone number specified for such Person on Schedule 10.02or as otherwise noticed to the Administrative Agent; and

 

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

 

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

 

(b)                 Electronic Communications.  Notices and other communications to theLenders and the L/C Issuer hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by the Administrative Agent, providedthat the foregoing shall not apply to notices to any Lender or the L/C Issuerpursuant to Article II if such Lender or the L/C Issuer, asapplicable, has notified the Administrative Agent that it is incapable ofreceiving 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 ithereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices orcommunications.

 

Unless the AdministrativeAgent otherwise prescribes, (i) notices and other communications sent toan e-mail address shall be deemed received upon the sender’s receipt of anacknowledgement from the intended recipient (such as by the “return receipt requested”function, as available, return e-mail or other written acknowledgement), providedthat if such notice or other communication is not sent during the normalbusiness hours of the recipient, such notice or communication shall be deemedto have been sent at the opening of business on the next business day for therecipient, and (ii) notices or communications posted to an Internet orintranet website shall be deemed received upon the deemed receipt by theintended recipient at its e-mail address as described in the foregoingclause (i) of notification that such notice or communication isavailable and identifying the website address therefor.

 

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(c)                  The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “ASAVAILABLE.”  THE AGENT PARTIES (ASDEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERMATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FORERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OROTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWERMATERIALS OR THE PLATFORM.  In no eventshall the Administrative Agent or Syndication Agent, or any of their RelatedParties (collectively, the “Agent Parties”) have any liability toParent, the Borrower, any Lender, the L/C Issuer or any other Person forlosses, claims, damages, liabilities or expenses of any kind (whether in tort,contract or otherwise) arising out of the Borrower’s or the AdministrativeAgent’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 AGENTPARTY,** except to the extent that such losses, claims, damages,liabilities or expenses are determined by a court of competent jurisdiction bya 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 theBorrower, any Lender, the L/C Issuer or any other Person for indirect, special,incidental, consequential or punitive damages (as opposed to direct or actualdamages).

 

(d)                 Change of Address, Etc.  Each of the Parent, the Borrower, theAdministrative Agent and the L/C Issuer may change its address, telecopier ortelephone number for notices and other communications hereunder by notice tothe other parties hereto.  Each otherLender may change its address, telecopier or telephone number for notices andother communications hereunder by notice to the Borrower, the AdministrativeAgent and the L/C Issuer.  In addition,each Lender agrees to notify the Administrative Agent from time to time toensure that the Administrative Agent has on record (i) an effectiveaddress, contact name, telephone number, telecopier number and electronic mailaddress to which notices and other communications may be sent and (ii) accuratewire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individualat or on behalf of such Public Lender to at all times have selected the “PrivateSide Information” or similar designation on the content declaration screen ofthe Platform in order to enable such Public Lender or its delegate, inaccordance with such Public Lender’s compliance procedures and applicable Law,including United States Federal and state securities Laws, to make reference toBorrower Materials that are not made available through the “Public SideInformation” portion of the Platform and that may contain material non-publicinformation with respect to the Borrower or its securities for purposes ofUnited States Federal or state securities laws.

 

(e)                  Reliance by AdministrativeAgent, L/C Issuer and Lenders.** **The Administrative Agent, the L/CIssuer and the Lenders shall be entitled to rely and act upon any notices(including telephonic Committed Loan Notices and Term Loan Notices) purportedlygiven by or on behalf of the Borrower even if (i) such notices were notmade in a manner specified herein, were incomplete or were not preceded orfollowed by any other form of notice 

 

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specifiedherein, or (ii) the terms thereof, as understood by the recipient, variedfrom any confirmation thereof.  TheBorrower shall indemnify the Administrative Agent, the L/C Issuer, each Lenderand the Related Parties of each of them from all reasonable out-of-pocketlosses, costs, expenses and liabilities resulting from the reliance by suchPerson 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 othertelephonic communications with the Administrative Agent may be recorded by theAdministrative Agent, and each of the parties hereto hereby consents to suchrecording.

 

## 10.03                     **No Waiver;Cumulative Remedies.**  No failureby any Lender, the L/C Issuer or any Agent to exercise, and no delay by anysuch Person in exercising, any right, remedy, power or privilege hereundershall operate as a waiver thereof; nor shall any single or partial exercise ofany right, remedy, power or privilege hereunder preclude any other or furtherexercise thereof or the exercise of any other right, remedy, power orprivilege.  The rights, remedies, powersand 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) allreasonable out-of-pocket expenses incurred by each Agent and its Affiliates(but only including the reasonable fees, charges and disbursements of onecounsel for the Agents), in connection with the syndication of the creditfacilities provided for herein, the preparation, negotiation, execution,delivery and administration of this Agreement and the other Loan Documentsthrough the Effective Date, and (B) all reasonable out-of-pocket expensesincurred by the Administrative Agent and its Affiliates (including thereasonable fees, charges and disbursements of one counsel for theAdministrative Agent), in connection with the syndication of the creditfacilities provided for herein, the preparation, negotiation, execution,delivery and administration of this Agreement and the other Loan Documents orany amendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated), (ii) all reasonable out-of-pocket expenses incurred by theL/C Issuer in connection with the issuance, amendment, renewal or extension ofany Letter of Credit or any demand for payment thereunder, providedthat, notwithstanding the foregoing, the Borrower will not be required toreimburse the Administrative Agent for legal fees incurred on behalf of anEligible Assignee in connection with any assignment made pursuant to Section 10.06,and (iii) all out-of-pocket expenses incurred by each Agent, any Lender orthe L/C Issuer (including the fees, charges and disbursements of any counselfor each Agent, any Lender or the L/C Issuer), in connection with theenforcement 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) inconnection with this Agreement and the other Loan Documents, including itsrights under this Section, or (B) in connection with the Loans made orLetters of Credit issued hereunder, including all such out-of-pocket expensesincurred during any workout, restructuring or negotiations in respect of suchLoans or Letters of Credit.

 

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(b)                 Indemnification by theBorrower.  TheBorrower shall indemnify each Agent (and any sub-agent thereof), each Lenderand the L/C Issuer, and each Related Party of any of the foregoing Persons(each such Person being called an “Indemnitee”) against, and hold eachIndemnitee harmless from, any and all losses, claims, damages, liabilities andrelated expenses, and shall indemnify and hold harmless each Indemnitee fromall fees and time charges and disbursements for attorneys who may be employeesof any Indemnitee, incurred by any Indemnitee or asserted against anyIndemnitee by any third party or by the Borrower or any other Loan Partyarising out of any actual or prospective claim, litigation, actions, judgments,litigation, lawsuits, investigation or proceedings arising out of, inconnection with, or as a result of (i) the execution or delivery of thisAgreement, any other Loan Document or any agreement or instrument contemplatedhereby or thereby, the performance by the parties hereto of their respectiveobligations hereunder or thereunder or the consummation of the transactionscontemplated hereby or thereby, (ii) any Loan or Letter of Credit or theuse or proposed use of the proceeds therefrom (including any refusal by the L/CIssuer to honor a demand for payment under a Letter of Credit if the documentspresented in connection with such demand do not strictly comply with the termsof such Letter of Credit), (iii) any actual or alleged presence or releaseof Hazardous Materials on or from any property owned or operated by theBorrower or any of its Subsidiaries, or any Environmental Liability related inany way to the Borrower or any of its Subsidiaries, or (iv) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, in each case whether based on contract, tort or any othertheory, whether brought by a third party or by the Borrower or any other LoanParty, 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, beavailable to the extent that such losses, claims, damages, liabilities orrelated expenses (x) are resulting from the gross negligence, bad faith orwillful misconduct of such Indemnitee or any Related Party of such Indemniteeor (y) result from a claim brought by the Borrower or any other Loan Partyagainst an Indemnitee for breach in bad faith of such Indemnitee’s obligationshereunder or under any other Loan Document, if the Borrower or such Loan Partyhas obtained a final and nonappealable judgment in its favor on such claim. asdetermined by a court of competent jurisdiction.

 

(c)                  Reimbursement by Lenders.  To the extent that the Borrower for anyreason fails to indefeasibly pay any amount required under subsection (a) or (b) ofthis Section to be paid by it to an Agent (or any sub-agent thereof), theL/C Issuer or any Related Party of any of the foregoing but without affectingthe Borrower’s obligations to pay such amounts, each Lender severally agrees topay to such Agent (or any such sub-agent), the L/C Issuer or such RelatedParty, as the case may be, such Lender’s Applicable Percentage (determined asof the time that the applicable unreimbursed expense or indemnity payment issought) of such unpaid amount (except unpaid amounts relating to upfrontclosing fees provided in the Fee Letters), provided that theunreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense, as the case may be, was incurred by or asserted against such Agent (orany such sub-agent) or the L/C Issuer in its capacity as such, or against anyRelated Party of any of the foregoing acting for such Agent (or any suchsub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under thissubsection (c) are subject to the provisions of Section 2.11(d).

 

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(d)                 Waiver of ConsequentialDamages, Etc.  To thefullest extent permitted by applicable law, the parties hereto shall notassert, and hereby waives, any claim against any Indemnitee, on any theory ofliability, for special, indirect, consequential or punitive damages (as opposedto direct or actual damages) arising out of, in connection with, or as a resultof, this Agreement, any other Loan Document or any agreement or instrumentcontemplated hereby, the transactions contemplated hereby or thereby, any Loanor Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) aboveshall be liable for any damages arising from the use by unintended recipientsof any information or other materials distributed by it through telecommunications,electronic or other information transmission systems in connection with thisAgreement or the other Loan Documents or the transactions contemplated herebyor thereby.

 

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

 

(f)                    Survival.  The agreements in this Section shallsurvive the resignation of the Administrative Agent and the L/C Issuer, thereplacement of any Lender or Agent, the termination of the AggregateCommitments and the repayment, satisfaction or discharge of all the otherObligations.

 

## 10.05                     **PaymentsSet Aside.**  To theextent that any payment by or on behalf of the Borrower is made to the AdministrativeAgent, the L/C Issuer or any Lender, or the Administrative Agent, the L/CIssuer or any Lender exercises its right of setoff, and such payment or theproceeds of such setoff or any part thereof is subsequently invalidated,declared to be fraudulent or preferential, set aside or required (includingpursuant to any settlement entered into by the Administrative Agent, the L/CIssuer or such Lender in its discretion) to be repaid to a trustee, receiver orany other party, in connection with any proceeding under any Debtor Relief Lawor otherwise, then (a) to the extent of such recovery, the obligation orpart thereof originally intended to be satisfied shall be revived and continuedin full force and effect as if such payment had not been made or such setoffhad not occurred, and (b) each Lender and the L/C Issuer severally agreesto pay to the Administrative Agent upon demand its applicable share (withoutduplication) of any amount so recovered from or repaid by the AdministrativeAgent, plus interest thereon from the date of such demand to the date suchpayment is made at a rate per annum equal to the Federal Funds Rate from timeto time in effect.  The obligations ofthe Lenders and the L/C Issuer under clause (b) of the preceding sentenceshall survive the payment in full of the Obligations and the termination ofthis Agreement.

##  

## 10.06                     **Successorsand Assigns.**

## ** **

(a)                  Successors and AssignsGenerally.  Theprovisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns permittedhereby, except the Borrower and the Parent may not, nor may any other LoanParty (except to the extent such Loan Party is permitted in a transactionpermitted by the terms of this Agreement), assign or otherwise transfer any ofits rights or obligations hereunder without the prior written consent of theAdministrative Agent and each Lender and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) 

 

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toan Eligible Assignee in accordance with the provisions of subsection (b) ofthis Section, (ii) by way of participation in accordance with theprovisions of subsection (d) of this Section, (iii) by way ofpledge or assignment of a security interest subject to the restrictions ofsubsection (f) of this Section, or (iv) to an SPC in accordancewith the provisions of subsection (h) of this Section (and anyother attempted assignment or transfer by any party hereto shall be null andvoid).  Nothing in this Agreement,expressed or implied, shall be construed to confer upon any Person (other thanthe 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 theAdministrative Agent, the L/C Issuer and the Lenders) any legal or equitableright, remedy or claim under or by reason of this Agreement.

 

(b)                 Assignments by Lenders.  Any Lender may at any time assign to one ormore Eligible Assignees all or a portion of its rights and obligations underthis Agreement (including all or a portion of its Commitment and the Loans(including for purposes of this subsection (b), participations in L/CObligations) at the time owing to it); provided that any such assignmentshall be subject to the following conditions:

 

(i)                                     Minimum Amounts.

 

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

 

(B)                                in any case not described insubsection (b)(i)(A) of this Section, the aggregate amount of theCommitment (which for this purpose includes Loans outstanding thereunder) or,if the Commitment is not then in effect, the principal outstanding balance ofthe Loans of the assigning Lender subject to each such assignment, determinedas of the date the Assignment and Assumption with respect to such assignment isdelivered to the Administrative Agent or, if “Trade Date” is specified in theAssignment 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 ofDefault under Section 8.01(a) or Section 8.01(f) hasoccurred and is continuing, the Borrower otherwise consents (each such consentnot to be unreasonably withheld or delayed); provided, however,that concurrent assignments to members of an Assignee Group and concurrentassignments from members of an Assignee Group to a single Eligible Assignee (orto an Eligible Assignee and members of its Assignee Group) will be treated as asingle assignment for purposes of determining whether such minimum amount hasbeen met;

 

(ii)                                  ProportionateAmounts.  Each partial assignment shallbe made as an assignment of a proportionate part of all the assigning Lender’srights and obligations under this Agreement with respect to the Loans or theCommitment assigned, except that this clause (ii) shall not prohibit anyLender from assigning 

 

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allor a portion of its rights and obligations among the Committed Loans and TermLoans on a non-pro rata basis;

 

(iii)                               RequiredConsents.  No consentshall be required for any assignment except to the extent required bysubsection (b)(i)(B) of this Section and, in addition:

 

(A)                              the consent of the Borrower (such consentnot to be unreasonably withheld or delayed) shall be required unless (1) anEvent of Default under Section 8.01(a) or Section 8.01(f) hasoccurred and is continuing at the time of such assignment or (2) suchassignment 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 forassignments in respect of (1) any Commitment if such assignment is to aPerson that is not a Lender with a Commitment, an Affiliate of such Lender oran Approved Fund with respect to such Lender or (2) any Term Loan to aPerson that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

 

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

 

(iv)                              Assignment andAssumption.  The partiesto each assignment shall execute and deliver to the Administrative Agent anAssignment and Assumption, together with a processing and recordation fee inthe amount of $3,500; provided, however, that the AdministrativeAgent may, in its sole discretion, elect to waive such processing andrecordation fee.  The assignee, if it isnot a Lender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire.

 

(v)                                 No Assignmentto Borrower.  No suchassignment shall be made to the Borrower or any of the Borrower’s Affiliates orSubsidiaries.

 

(vi)                              No Assignmentto Natural Persons.  No suchassignment shall be made to a natural person.

 

Subject to acceptance and recording thereof by theAdministrative Agent pursuant to subsection (c) of this Section, fromand after the effective date specified in each Assignment and Assumption, theassignee thereunder shall be a party to this Agreement and, to the extent ofthe interest assigned by such Assignment and Assumption, have the rights andobligations of a Lender under this Agreement, and the assigning Lenderthereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in thecase of an Assignment and Assumption covering all of the assigning Lender’srights and obligations under this Agreement, such Lender shall cease to be aparty hereto) but shall continue to be entitled to the benefits of Sections3.01, 3.04, 3.05 and 10.04

 

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with respect to facts and circumstances occurringprior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver aNote to the assignee Lender.  Anyassignment or transfer by a Lender of rights or obligations under thisAgreement that does not comply with this subsection shall be treated forpurposes of this Agreement as a sale by such Lender of a participation in suchrights and obligations in accordance with Section 10.06(d).

 

(c)                  Register.  The Administrative Agent, acting solely forthis purpose as an agent of the Borrower, shall maintain at the AdministrativeAgent’s Office a copy of each Assignment and Assumption delivered to it and aregister for the recordation of the names and addresses of the Lenders, and theCommitments of, and principal amounts of the Loans and L/C Obligations owingto, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall bepresumptively correct absent manifest error, and the Borrower, theAdministrative Agent and the Lenders may treat each Person whose name isrecorded in the Register pursuant to the terms hereof as a Lender hereunder forall purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available forinspection by each of the Borrower and the L/C Issuer at any reasonable timeand from time to time upon reasonable prior notice.

 

(d)                 Participations.  Any Lender may at any time, without theconsent of, or notice to, the Borrower or the Administrative Agent, sellparticipations to any Person (other than a natural person or the Borrower orany of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)in all or a portion of such Lender’s rights and/or obligations under thisAgreement (including all or a portion of its Commitment and/or the Loans(including such Lender’s participations in L/C Obligations) owing to it); providedthat (i) such Lender’s obligations under this Agreement shall remainunchanged, (ii) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations and (iii) theBorrower, the Administrative Agent, the Lenders and the L/C Issuer shallcontinue to deal solely and directly with such Lender in connection with suchLender’s rights and obligations under this Agreement.

 

Any agreement or instrumentpursuant to which a Lender sells such a participation shall provide that suchLender shall retain the sole right to enforce this Agreement and to approve anyamendment, modification or waiver of any provision of this Agreement; providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, waiver or othermodification described in the first proviso to Section 10.01 thatdirectly affects such Participant. Subject to subsection (e) of this Section, the Borrower agreesthat each Participant shall be entitled to the benefits of Sections 3.01,3.04 and 3.05**to the sameextent as if it were a Lender and had acquired its interest by assignmentpursuant to subsection (b) of this Section.  To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 10.08**as though it were a Lender, provided such Participantagrees to be subject to Section 2.12 as though it were a Lender.

 

(e)                  Limitations upon ParticipantRights.  A Participant shall not beentitled to receive any greater payment under Section 3.01 or 3.04**than the applicable Lender would have been entitled toreceive with respect to the participation sold to such Participant, unless thesale of the participation to such Participant is made with the Borrower’s priorwritten consent.  A 

 

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Participantthat would be a Foreign Lender if it were a Lender shall not be entitled to thebenefits of Section 3.01 unless the Borrower is notified of theparticipation sold to such Participant and such Participant agrees, for thebenefit of the Borrower, to comply with Section 3.01(e) asthough it were a Lender.

 

(f)                    Certain Pledges.  Any Lender may at any time pledge or assign asecurity 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 ReserveBank; provided that no such pledge or assignment shall release suchLender from any of its obligations hereunder or substitute any such pledgee orassignee for such Lender as a party hereto.

 

(g)                 Electronic Execution ofAssignments.  The words “execution,”“signed,” “signature,” and words of like import in any Assignment andAssumption shall be deemed to include electronic signatures or the keeping ofrecords 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 apaper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signaturesand Records Act, or any other similar state laws based on the UniformElectronic Transactions Act.

 

(h)                 Special Purpose FundingVehicles. Notwithstanding anything to the contrary contained herein, any Lender (a“Granting Lender”) may grant to a special purpose funding vehicleidentified as such in writing from time to time by the Granting Lender to theAdministrative Agent and the Borrower (an “SPC”) the option to provideall or any part of any Loan that such Granting Lender would otherwise beobligated to make pursuant to this Agreement; provided that (i) nothingherein 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 tomake all or any part of such Committed Loan, the Granting Lender shall beobligated to make such Committed Loan pursuant to the terms hereof or, if itfails to do so, to make such payment to the Administrative Agent as is requiredunder Section 2.11(b)(ii). Each party hereto hereby agrees that (i) neither the grant to anySPC nor the exercise by any SPC of such option shall increase the costs orexpenses or otherwise increase or change the obligations of the Borrower underthis Agreement (including its obligations under Section 3.04), (ii) noSPC shall be liable for any indemnity or similar payment obligation under thisAgreement for which a Lender would be liable, and (iii) the GrantingLender shall for all purposes, including the approval of any amendment, waiveror other modification of any provision of any Loan Document, remain the lenderof record hereunder.  The making of aCommitted Loan by an SPC hereunder shall utilize the Commitment of the GrantingLender to the same extent, and as if, such Committed Loan were made by suchGranting Lender.  In furtherance of theforegoing, each party hereto hereby agrees (which agreement shall survive thetermination of this Agreement) that, prior to the date that is one year and oneday after the payment in full of all outstanding commercial paper or othersenior debt of any SPC, it will not institute against, or join any other Personin instituting against, such SPC any bankruptcy, reorganization, arrangement,insolvency, or liquidation proceeding under the laws of the United States orany State thereof.  Notwithstandinganything to the contrary contained herein, any SPC may with notice to, butwithout prior consent of the Borrower and the Administrative Agent and with 

 

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thepayment of a processing fee of $1,000.00, assign all or any portion of itsright to receive payment with respect to any Loan to the Granting Lender, andsubject to Section 10.07, such SPC may disclose on a confidentialbasis any non-public information relating to its funding of Loans to any ratingagency, commercial paper dealer or provider of any surety or Guarantee orcredit or liquidity enhancement to such SPC.

 

## 10.07                     **Treatmentof Certain Information; Confidentiality.**  Each of the Administrative Agent, the Lendersand the L/C Issuer agrees to maintain the confidentiality of the Information(as defined below), except that Information may be disclosed (a) to itsAffiliates’ and to its Affiliates’ respective directors, officers, employees,agents, advisors and representatives (it being understood that the Persons towhom such disclosure is made will be informed of the confidential nature ofsuch Information and instructed to keep such Information confidential), (b) tothe extent requested by any regulatory authority purporting to havejurisdiction over it (including any self-regulatory authority, such as theNational Association of Insurance Commissioners), (c) to the extentrequired by applicable laws or regulations or by any subpoena or similar legalprocess, (d) to any other party hereto, (e) in connection with theexercise of any remedies hereunder or under any other Loan Document or anyaction or proceeding relating to this Agreement or any other Loan Document orthe enforcement of rights hereunder or thereunder, (f) subject to anagreement containing provisions substantially the same as those of thisSection, to (i) any assignee of or Participant in, or any prospectiveassignee of or Participant in, any of its rights or obligations under thisAgreement; or (ii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to the Borrower andits obligations, (g) with the consent of the Borrower or (h) to theextent such Information (x) becomes publicly available other than as aresult of a breach of this Section or (y) becomes available to theAdministrative Agent, any Lender, the L/C Issuer or any of their respectiveAffiliates on a nonconfidential basis from a source other than the a LoanParty.

##  

For purposes of thisSection, “Information” means all information received from the Parent,the Borrower or any Subsidiary relating to the Parent, the Borrower or anySubsidiary or any of their respective businesses, other than any suchinformation that is available to the Administrative Agent, any Lender or theL/C Issuer on a nonconfidential basis prior to disclosure by the Parent, theBorrower or any Subsidiary, provided that, in the case of informationreceived from the Parent, the Borrower or any Subsidiary after the date hereof,such information is clearly identified at the time of delivery asconfidential.  Any Person required tomaintain the confidentiality of Information as provided in this Section shallbe considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidential information.

 

Each of the AdministrativeAgent, the Lenders and the L/C Issuer acknowledges that (a) theInformation may include material non-public information concerning theBorrower, Parent or any Subsidiary of either thereof, as the case may be, (b) ithas developed compliance procedures regarding the use of material non-publicinformation and (c) it will handle such material non-public information inaccordance with applicable Law, including United States Federal and statesecurities Laws.

 

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## 10.08                     **Right ofSetoff.**  If an Event of Default shallhave occurred and be continuing, each Lender, the L/C Issuer and each of theirrespective Affiliates is hereby authorized at any time and from time to time,after obtaining the prior written consent of the Administrative Agent, to thefullest extent permitted by applicable law, to set off and apply any and alldeposits (general or special, time or demand, provisional or final, in whatevercurrency (but not trust accounts)) at any time held and other obligations (inwhatever currency) at any time owing by such Lender, the L/C Issuer or any suchAffiliate to or for the credit or the account of the Borrower or any other LoanParty against any and all of the obligations of the Borrower or such Loan Partynow or hereafter existing under this Agreement or any other Loan Document tosuch Lender or the L/C Issuer, irrespective of whether or not such Lender orthe L/C Issuer shall have made any demand under this Agreement or any otherLoan Document and although such obligations of the Borrower or such Loan Partymay be contingent or unmatured or are owed to a branch or office of such Lenderor the L/C Issuer different from the branch or office holding such deposit orobligated on such indebtedness.  The rightsof each Lender, the L/C Issuer and their respective Affiliates under this Section arein 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 tonotify the Borrower and the Administrative Agent promptly after any such setoffand application, provided that the failure to give such notice shall notaffect the validity of such setoff and application.

##  

## 10.09                     **InterestRate Limitation.** Notwithstanding anything to the contrary contained in any Loan Document,the interest paid or agreed to be paid under the Loan Documents shall notexceed the maximum rate of non-usurious interest permitted by applicable Law(the “Maximum Rate”).  If theAdministrative Agent or any Lender shall receive interest in an amount thatexceeds the Maximum Rate, the excess interest shall be applied to the principalof the Loans or, if it exceeds such unpaid principal, refunded to theBorrower.  In determining whether theinterest contracted for, charged, or received by the Administrative Agent or aLender exceeds the Maximum Rate, such Person may, to the extent permitted byapplicable Law, (a) characterize any payment that is not principal as anexpense, fee, or premium rather than interest, (b) exclude voluntaryprepayments and the effects thereof, and (c) amortize, prorate, allocate,and spread in equal or unequal parts the total amount of interest throughoutthe contemplated term of the Obligations hereunder.

##  

## 10.10                     **Counterparts;Integration; Effectiveness.**  This Agreement may be executed incounterparts (and by different parties hereto in different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract.  ThisAgreement and the other Loan Documents constitute the entire contract among theparties relating to the subject matter hereof and supersede any and allprevious agreements and understandings, oral or written, relating to thesubject matter hereof.  Except asprovided in Section 4.01, this Agreement shall become effectivewhen it shall have been executed by the Administrative Agent and when theAdministrative Agent shall have received counterparts hereof that, when takentogether, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of asignature page of this Agreement by telecopy shall be effective asdelivery of a manually executed counterpart of this Agreement.

##  

## 10.11                     **Survival ofRepresentations and Warranties.**  All representations and warranties madehereunder and in any other Loan Document or other document delivered 

 

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## pursuant hereto or theretoor in connection herewith or therewith shall survive the execution and deliveryhereof and thereof.  Such representationsand warranties have been or will be relied upon by the Administrative Agent andeach Lender, regardless of any investigation made by the Administrative Agentor any Lender or on their behalf, and shall continue in full force and effectas long as any Loan or any other Obligation hereunder shall remain unpaid orunsatisfied or any Letter of Credit shall remain outstanding.

##  

## 10.12                     **Severability.**  If any provision of this Agreement or theother Loan Documents is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of thisAgreement and the other Loan Documents shall not be affected or impairedthereby and (b) the parties shall endeavor in good faith negotiations toreplace the illegal, invalid or unenforceable provisions with valid provisionsthe economic effect of which comes as close as possible to that of the illegal,invalid or unenforceable provisions.  Theinvalidity of a provision in a particular jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.

##  

## 10.13                     **Replacementof Lenders.**  If any ofthe following shall occur:

##  

(a)                  any Lender requestscompensation under Section 3.04,

 

(b)                 any Lender is unable to fundunder Section 3.02,

 

(c)                  any Lender is a DefaultingLender,

 

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

 

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

 

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

 

(g)                 any other circumstanceexists hereunder that gives the Borrower the right to replace a Lender as aparty hereto,

 

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

 

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

 

(ii)                                  such Lendershall have received payment of an amount equal to the outstanding principal ofits Loans and L/C Advances, accrued interest thereon, 

 

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accruedfees and all other amounts payable to it hereunder and under the other LoanDocuments (including any amounts under Section 3.05) from theassignee (to the extent of such outstanding principal and accrued interest andfees) or the Borrower (in the case of all other amounts);

 

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

 

(iv)                              such assignmentdoes not conflict with applicable Laws.

 

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

 

## 10.14                     **GoverningLaw; Jurisdiction; Etc.**

## ** **

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

 

(b)                 SUBMISSION TO JURISDICTION.  THE BORROWER, EACH OTHER LOAN PARTY AND EACHOTHER PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITSPROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEWYORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THESOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANYACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHERLOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OFTHE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED INSUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, IN SUCH FEDERAL COURT.  EACH OF THEPARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDINGSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ONTHE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

 

(c)                  WAIVER OF VENUE.  THE BORROWER AND EACH OTHER PARTY HERETOIRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THELAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO INPARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, THE 

 

132

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DEFENSEOF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANYSUCH COURT.

 

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

** **

## 10.15                     **Waiver ofJury Trial.**  EACH PARTYHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE AGENT ORATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE 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                     **FCCCompliance.**

## ** **

(a)                  Notwithstanding anythingherein or in any of the Loan Documents to the contrary, but without limiting orwaiving any Loan Party’s obligations hereunder or under any of the LoanDocuments, the Administrative Agent’s and the Lenders’ remedies hereunder andunder the Loan Documents are subject to compliance with the Communications Actof 1934, as amended, and to all applicable rules, regulations and policies ofthe FCC, and neither the Administrative Agent nor the Lenders will take anyaction pursuant to this Agreement or any of the Loan Documents that willconstitute or result in any assignment of a License issued by the FCC or anytransfer of control of the Borrower or any of its Subsidiaries which owns anyFCC License if such assignment of License or transfer of control would requireunder then existing law (including the written rules and regulationspromulgated by the FCC), the prior approval of the FCC, without first obtainingsuch approval of the FCC.  ThisAgreement, the Loan Documents and the transactions contemplated hereby andthereby do not and will not constitute, create, or have the effect ofconstituting or creating, directly or indirectly, actual or practical ownershipof any Loan Party by the Administrative Agent or the Lenders or control,affirmative or negative, direct or indirect, of any Loan Party by theAdministrative Agent or the Lenders, over the management or any other aspect ofthe operation of any Loan Party, which ownership and control remain exclusivelyand at all times in the members, stockholders and directors of the Loan Partiesuntil such time as the Administrative Agent and the Lenders have complied withsuch law, rules, regulations and policies.

 

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(b)      Furthermore, the parties acknowledge their intent that, uponthe occurrence of an Event of Default, the Lenders shall receive, to thefullest extent permitted by applicable law and governmental policy (including,the rules, regulations and policies of the FCC), all rights necessary ordesirable to obtain, use or sell the Licenses and the Collateral securing theObligations, and to exercise all remedies available to them under thisAgreement, the Loan Documents, the Uniform Commercial Code or other applicablelaw.  Therefore, the parties agree that,in the event of changes in law or governmental policy occurring after the datehereof 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 theprocedures necessary to enable the Administrative Agent or the Lenders toobtain such rights of access, use or sale, the Administrative Agent, theLenders, the Parent and the Borrower shall amend this Agreement and the LoanDocuments in such manner as the Administrative Agent shall reasonably request,in order to provide the Administrative Agent and the Lenders such rights to thegreatest extent possible consistent with then applicable Law and governmentalpolicy.

 

## 10.17       **USA PATRIOT Act Notice.**  Each Lender that is subject to the Act (ashereinafter defined) and the Administrative Agent (for itself and not on behalfof any Lender) hereby notifies the Borrower that pursuant to the requirementsof 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 recordinformation that identifies the Borrower, which information includes the nameand address of the Borrower and other information that will allow such Lenderor the Administrative Agent, as applicable, to identify the Borrower inaccordance 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 “DesignatedSenior Indebtedness” for purposes of and as defined in that certain Indenture,and all supplemental indentures thereto, and (ii) be treated as seniorindebtedness at least pari passu with respect to all other indentures and otherIndebtedness of the Parent, the Borrower and their Restricted Subsidiaries.

##  

## 10.20       **Commitment Letter.**  Theprovisions of that certain Commitment Letter, dated as of May 10, 2007,among the Borrower, Bank of America, the Arrangers and Chase relating to theindemnification by the Borrower and the payment by the Borrower of costs andexpenses of the parties thereto will be superseded in full by the provisions ofthis Agreement, notwithstanding the survival provisions in such letter.

##  

## 10.21       **No Advisory or Fiduciary Responsibility**.  In connection with all aspects of eachtransaction contemplated hereby (including in connection with any amendment,waiver or other modification hereof or of any other Loan Document), each of theBorrower and Parent acknowledges and agrees**,**and acknowledges its Affiliates’ understanding, that: (i) (A) thearranging and other services regarding this Agreement provided by theAdministrative Agent, the Syndication Agent and the Arrangers are arm’s-lengthcommercial transactions between the Borrower, Parent and their respectiveAffiliates, on the one hand, and the Administrative Agent, the SyndicationAgent and the Arrangers, on the other hand, (B) each of the Borrower andParent has consulted its own legal, accounting, regulatory and tax advisors tothe extent it has deemed appropriate, and (C) each of the Borrower andParent is capable of evaluating, and understands 

 

134

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## and accepts, the terms,risks and conditions of the transactions contemplated hereby and by the otherLoan Documents; (ii) (A) each of the Administrative Agent, theSyndication Agent and the Arrangers is and has been acting solely as aprincipal 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 fiduciaryfor the Borrower, Parent or any of their respective Affiliates, or any otherPerson and (B) none of the Administrative Agent, the Syndication Agent orany Arranger has any obligation to the Borrower, Parent, or any of theirrespective Affiliates with respect to the transactions contemplated herebyexcept those obligations expressly set forth herein and in the other LoanDocuments; and (iii) the Administrative Agent, the Syndication Agent andthe Arrangers and their respective Affiliates may be engaged in a broad rangeof transactions that involve interests that differ from those of the Borrower,the Parent and their respective Affiliates, and none of the AdministrativeAgent, the Syndication Agent and the Arrangers has any obligation to discloseany of such interests to the Borrower, Parent or any of their respectiveAffiliates.  To the fullest extentpermitted by law, each of****theBorrower and Parent hereby waives and releases any claims that it may have againstthe Administrative Agent, the Syndication Agent and the Arrangers with respectto any breach or alleged breach of agency or fiduciary duty in connection withany aspect of any transaction contemplated hereby.

##  

## 10.22       **Restricted Periods; Unrestricted Periods and Actions**.  Notwithstanding anything in this Agreement orin any Loan Document to the contrary:

##  

(a)      Any action which is permitted to be taken and is taken duringan Unrestricted Period but which would otherwise be prohibited during aRestricted Period (in each case, a “Restricted Period Governed Action”)shall not violate the terms of this Agreement upon the subsequent occurrence ofa Restricted Period Trigger Date.  Uponthe occurrence of any Restricted Period Trigger Date, all further RestrictedPeriod Governed Actions (including, without limitation, new actions of thetypes referred to in the first sentence of this paragraph) will be immediately(and without notice of any kind) governed by the provisions stated hereunder tobe in effect during Restricted Periods. For example, the fact that the Borrower remains liable during aRestricted Period for Indebtedness it incurred during an earlier UnrestrictedPeriod (or prior to the First Amendment Effective Date) in accordance with theterms of this Agreement will not constitute a Default upon the occurrence of aRestricted Period Trigger Date, but no further such Indebtedness may beincurred during the Restricted Period unless it is permitted pursuant to aprovision in effect during the Restricted Period.

 

(b)      To the extent any given Restricted Period Governed Action ispartially completed or in process upon the occurrence of a Restricted PeriodTrigger Date, actions taken prior to the occurrence of such Restricted PeriodTrigger Date as part of such Restricted Period Governed Action shall notconstitute a Default hereunder, but any further actions taken after theoccurrence of such Restricted Period Trigger Date may be taken only if suchactions are permitted pursuant to the provisions stated hereunder to be ineffect during Restricted Periods.   Forexample, with respect to a Restricted Period Governed Action constituting aDisposition that was permitted to be, and consummated, during an UnrestrictedPeriod, but for which the Net Cash Proceeds have been held: (1) for eightmonths subject to an Extended Reinvestment Period at the time a RestrictedPeriod Trigger Date occurs, the Borrower shall make a mandatory prepayment ofsuch Net Cash Proceeds of such Disposition in accordance with the provisions ofSection 2.04(b)(ii)(A), and (2) for three months subject to anExtended  

 

135

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ReinvestmentPeriod at the time a Restricted Period Trigger Date occurs, the Borrower shalleither make a mandatory prepayment with such Net Cash Proceeds or exercise itsoption to reinvest such Net Cash Proceeds during the Limited ReinvestmentPeriod applicable during a Restricted Period, in each case to the extentpermitted under and otherwise in accordance with the provisions of Section 2.04(b)(ii)(A),and in the case of reinvestment, three months of the Limited ReinvestmentPeriod shall have already elapsed upon the occurrence of the applicableRestricted Period Trigger Date.

 

## 10.23       **Construction; Covenants.**

## ** **

(a)      Notwithstanding anything herein or in any other Loan Documentto the contrary, any provision in this Agreement or in any other Loan Documentthat is not by its terms specifically limited to any specified period of time(for example, “during Restricted Periods” or “during all Unrestricted Periods”)shall be applicable at all times during the term of this Agreement.

 

(b)      The Borrower acknowledges and agrees that each covenantcontained in Articles VI and VII shall be given independent effect.  Accordingly, the Borrower (or otherapplicable Loan Party) shall not engage in any transaction or other actionotherwise permitted under one covenant contained in such Articles if engagingin such transaction or action would violate any other covenant in suchArticles.

** **

## 10.24       **ENTIRE AGREEMENT.  THIS AGREEMENTAND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIESAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

**THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.**

 

136

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed as of the datefirst above written.

 

 
| ** **                        | **ENTERCOM  RADIO, LLC** |
|-----------------------------------|--------------------------|
| ** **                        | ** **               |
| ** **                        | ** **               |
|                              | By:                      |   |
|                              |                     |   |
|                              | Name:                    |   |
|                              |                     |   |
|                              | Title:                   |   |
|                              |                     |
|                              |                     |
| **Acknowledged and Agreed:**      | ** **               |
| ** **                        | ** **               |
| **ENTERCOM COMMUNICATIONS CORP.** | ** **               |
| ** **                        | ** **               |
| By:                               |                     |   |
|                              |                     |   |
| Name:                             |                     |   |
|                              |                     |   |
| Title:                            |                     |   |

 

137

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| ** ** | **BANK  OF AMERICA, N.A.**, as Administrative Agent, L/C Issuer and Lender |
|------------|----------------------------------------------------------------------------|
|       |                                                                       |
|       |                                                                       |
|       | By:                                                                        |   |
|       |                                                                       |   |
|       | Name:                                                                      |   |
|       |                                                                       |   |
|       | Title:                                                                     |   |

 

138

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| ** ** | **JPMORGAN  CHASE BANK**, as Syndication Agent and Lender |
|------------|-----------------------------------------------------------|
| ** ** | ** **                                                |
|       |                                                      |
|       | By:                                                       |   |
|       |                                                      |   |
|       | Name:                                                     |   |
|       |                                                      |   |
|       | Title:                                                    |   |

 

139

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**Annex II**

 

**[See Attached]**

 

AnnexII to First Amendment toSenior Secured Credit Agreement

 

----

 

***EXHIBIT C***

*** ***

**FORM OF COMPLIANCECERTIFICATE**

** **

Financial Statement Date:                                 ,                                 

 

To:                            Bank of America, N.A., as AdministrativeAgent

 

***Ladiesand Gentlemen:***

*** ***

Reference is madeto that certain Credit Agreement, dated as of June 18, 2007 (as amended, restated, extended, supplementedor otherwise modified in writing from time to time, the “Agreement;” theterms defined therein being used herein as therein defined), among EntercomRadio, LLC, a Delaware limitedliability company (the “Borrower”), Entercom CommunicationsCorp., a Pennsylvania corporation (the “Parent”), the Lenders from timeto time party thereto, Bank of America, N.A., as the Administrative Agent andL/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and BMO CapitalMarkets, Corp., BNP Paribas, Mizuho Corporate Bank, Ltd. and Suntrust Bank, asCo-Documentation Agents.

 

The undersignedResponsible Officer hereby certifies on behalf of the Borrower as of the datehereof that he/she is the                                                 ofthe Borrower, and that, as such, he/she is authorized to execute and deliverthis Certificate to the Administrative Agent on the behalf of the Borrower, andthat:

 

*[Use following paragraph 1 forfiscal year-end financial statements]*

 

1.             Attached hereto as Schedule 1are the year-end audited financial statements required by Section 6.01(a) ofthe Agreement for the fiscal year of the Parent ended as of the above date,together with the report and opinion of an independent certified publicaccounting firm required by such section. **Not required if an Annual Report onform 10-K is filed with the SEC and is made publicly available through EDGAR.

 

*[Use following paragraph 1 forfiscal quarter-end financial statements]*

* *

1.             Attached hereto as Schedule 1are the unaudited financial statements required by Section 6.01(b) ofthe Agreement for the fiscal quarter of the Parent ended as of the abovedate.  Such financial statements wereprepared in accordance with GAAP for interim financial information and areaccompanied by the certifications required by the rules and regulations ofthe SEC.  **Not required if a QuarterlyReport on form 10-Q is filed with the SEC and is made publicly availablethrough EDGAR.

 

2.             The undersigned has reviewed and isfamiliar with the terms of the Agreement and has made, or has caused to be madeunder his/her supervision, a detailed review of the transactions and financialcondition of the Parent and the Borrower during the accounting period coveredby the attached financial statements.

 

3.             To the knowledge of theundersigned, **[Select one: ][No Default exists] or [ADefault exists. The following (i) sets forth the details of such Default, (ii) describeseach material provision of the Agreement and the Loan Document that may bematerially implicated by the occurrence of such Default and (iii) setsforth the actions the Borrower has taken or proposes to take with respectthereto:]**

 

4.             The financial covenant analyses andinformation set forth on Schedule 2 attached hereto are (i) basedon the financial statements and (ii) true and accurate in all materialrespects on and as of the date of this Certificate.

 

5.             The other information set forth on Schedule 2attached hereto is true and accurate in all material respects on and as of thedate of this Certificate.

 

C-1

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6.             Based upon the ConsolidatedLeverage Ratio, the Applicable Rate(1) as of the date hereof (i) forBase Rate Loans is        % and (ii) forEurodollar Rate Loans is         %.

 

 

7.             If applicable, the actual value ofIdentified Assets that have been used as of the date of this Certificate to makean initial Investment (which such value shall be determined based on theconsideration contributed by the Other Investor in connection with such OtherInvestor’s initial Equity Interests in such Investment) is $              .

 

[Remainder of Page Intentionally Left Blank.]

 

----

(1)

 

**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 but <6.00:1             |       | 0.350                   | %          | 1.125                                                          | %          | 0.125              | %          |
| 7                        |       | >6.00:1 but <6.50:1             |       | 0.500                   | %          | 2.000                                                          | %          | 1.000              | %          |
| 8                        |       | >6.50:1                            |       | 0.500                   | %          | 2.500                                                          | %          | 1.500              | %          |

 

C-2

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IN WITNESSWHEREOF, the undersigned has executed this Certificate as of              ,20    .

 
| ** ** | **ENTERCOM RADIO, LLC** |
|------------|-------------------------|
| ** ** | ** **              |
| ** ** | ** **              |
|       | By:                     | ** ** |
|       | Name:                   | ** ** |
|       | Title:                  | ** ** |

 

C-3

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For the Quarter/Yearended                         (“StatementDate”)

 

The period of the fourmost recently completed fiscal quarters of the Parent ending on the StatementDate is referred to herein as the “Subject Period”

 

**SCHEDULE 2**to the Compliance Certificate($ in 000’s)

 

**At alltimes:**

 
| **I.**     | **Section 7.13(b) -  Consolidated Leverage Ratio.** |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|------------|---------------------------------------------------------------|----------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** ** | ** **                                                    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|       | A.                                                            | Consolidated  Funded Indebtedness at Statement Date (without duplication): |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|       |                                                          | 1.                                                                         | The outstanding  principal amount of all obligations, whether current or long-term, for  borrowed money (including Obligations under the Agreement) and all  obligations evidenced by bonds, debentures, notes, loan agreements or other  similar instruments:                                                                                                                                                                                                                                                                                                                                                                                                       |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 2.                                                                         | All purchase  money Indebtedness:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 3.                                                                         | All direct and  indirect obligations arising under letters of credit (including standby and  commercial), bankers’ acceptances, bank guaranties, surety bonds and similar  instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 4.                                                                         | All obligations  in respect of the deferred purchase price of property or services (except  trade accounts payable in the ordinary course of business not past due for  more than 180 days unless disputed in good faith):                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 5.                                                                         | Attributable  Indebtedness in respect of capital leases and similar obligations and  Synthetic Lease Obligations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 6.                                                                         | 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): |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 7.                                                                         | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 8.                                                                         | All Guarantees with respect to outstanding  Indebtedness of the types specified in Lines I.A.1 through 7 above of Persons  other than the Parent, the Borrower or any Restricted Subsidiary:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | 9.                                                                         | The aggregate  amount of Indebtedness of Unrestricted Subsidiaries of the types referred to  in Lines I.A.1 through 8 above for which any Loan Party has direct liability:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $ |   |   |
|       |                                                          |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |
|       |                                                          | The amount of  any capital lease, similar obligation or Synthetic Lease    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |

 

C-4

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|                 |   | 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 that occurs during the Subject Period, 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 shall be deemed to have  occurred on the first day of the Subject Period, and (y) any Disposition  (and any related incurrence or repayment of Indebtedness) by the Borrower,  the Parent or their Restricted Subsidiaries which occurs during such period  shall be deemed to have occurred on the first day of the Subject Period, provided that,  notwithstanding the foregoing, the Borrower shall not be required to pro  forma unrelated Dispositions of the Loan Parties generating gross proceeds  less than (a) $5,000,000, so long as all such Dispositions by the Loan  Parties in the aggregate over the period commencing on the First Amendment  Effective Date and ending on any date of determination do not exceed  $15,000,000, or (b) $200,000 for any one Disposition or any series of  related Dispositions. Consolidated Funded Indebtedness (i) shall be  reduced by the amount of cash on hand of the Borrower in excess of  $3,000,000, provided that, in no event shall Consolidated Funded Indebtedness  be reduced by an amount greater than $7,000,000 and (ii) shall not  include EPLLC Deemed Debt. |                                                                                       |                                                            |   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |                                                            |   |
|                 |   | 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Adjustments made  in accordance with the above (if any):                                   |                                                            | $      |   |   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |                                                            |   |   |
|                 |   | 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Consolidated  Funded Indebtedness (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 ± 10): |                                                            | $      |   |   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |                                                            |   |   |
|                 | B.     | Consolidated  Operating Cash Flow for the Subject Period (Line II.A.15 below):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                       | $                                                               |   |   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |                                                            |   |
|                 | C.     | Consolidated  Leverage Ratio (Line I.A.11 ÷ Line I.B):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                       |            to 1.00 |   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |                                                            |   |
| *Maximum Permitted:* |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                       |

 
| **Fiscal  Quarters Ending**                                    | ** ** | **Ratio**    | ** ** |
|----------------------------------------------------------------|------------|--------------|------------|
| First Amendment Effective Date through  December 31, 2010 |       | 7.00 to 1.00 |       |
| March 31, 2011                                            |       | 6.75 to 1.00 |       |
| June 30, 2011                                             |       | 6.50 to 1.00 |       |
| September 30, 2011                                        |       | 6.25 to 1.00 |       |
| December 31, 2011 and thereafter                          |       | 6.00 to 1.00 |       |

 
| **II.**    | **Section 7.13(a) -  Consolidated Interest Coverage Ratio.** |                                                      |                                                                                                                                                                                                |   |
|------------|------------------------------------------------------------------------|-----------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** ** | ** **                                                             |                                                      |                                                                                                                                                                                                |   |
|       | A.                                                                     | Consolidated  Operating Cash Flow for the Subject Period: |                                                                                                                                                                                                |   |   |
|       |                                                                   |                                                      |                                                                                                                                                                                                |   |   |
|       |                                                                   | 1.                                                        | Consolidated Net  Income for the Subject Period:                                                                                                                                                    |   | $ |   |   |
|       |                                                                   |                                                      |                                                                                                                                                                                                |   |   |   |
|       |                                                                   | 2.                                                        | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  interest expense for the Subject Period (excluding interest expense in  connection with EPLLC Deemed Debt): |   | $ |   |   |
|       |                                                                   |                                                      |                                                                                                                                                                                                |   |   |   |
|       |                                                                   | 3.                                                        | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  depreciation for the Subject Period:                                                                        |   | $ |   |   |

 

C-5

----

 
|   |   | 4.     | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  amortization for the Subject Period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | $      |   |   |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 5.     | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  non-cash charges and other expenses (including, without limitation,  impairment charges) which do not represent a cash expense in the Subject  Period or any future period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 6.     | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  equity based compensation, if any:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 7.     | Up to $2,000,000  in the aggregate for all Permitted Acquisitions consummated over the term of  the Agreement in connection 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 Permitted 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: |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 8.     | To the extent  not already included in Consolidated Net Income for the Subject Period, the  Parent’s, the Borrower’s and any Restricted Subsidiary’s pro rata share  (based on equity ownership) of the OCF of any Unrestricted Subsidiary or  other Person that is not a Restricted Subsidiary, but not more than the  aggregate of cash Dollars actually distributed by such Person during the  Subject Period to the Borrower or a Restricted Subsidiary as a dividend or  other distribution;                                                                                                                                                                                                                                        |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   |   | Amount of OCF to  be included in calculation of Consolidated Operating Cash Flow (calculating  OCF pursuant to the terms of the Agreement) not to exceed (1) actual  amount of aggregate of cash Dollars distributed by Unrestricted Subsidiary or  other Person that is not a Restricted Subsidiary during the Subject Period to  the Borrower or a Restricted Subsidiary as a dividend or other distribution  and (2) 10% of the Consolidated Operating Cash Flow (Line II.A.15 below)                                                                                                                                                                                                                                                      |   |   |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 9.     | To the extent  deducted in determining Consolidated Net Income for the Subject Period, fees  and expenses incurred (except to the extent capitalized) in connection with  the First Amendment and paid in cash no later than 90 days after the closing  of the First Amendment, including fees and expenses of advisors and legal  counsel, and the costs incurred in connection with the requirements under the  Loan Documents with respect to the Collateral:                                                                                                                                                                                                                                                                                        |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 10.    | To the extent  deducted in determining Consolidated Net Income for the Subject Period, loss  from early extinguishment of debt as a result of the acceleration or  amortization of deferred financing costs associated with the Loans and/or  Senior Subordinated Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $      |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |
|   |   | 11.    | To the extent  deducted in determining Consolidated Net Income for the Subject Period,  transaction costs paid in Dollars by the Loan Parties during such period and  required by GAAP to be expensed, in each case in connection with Permitted  Acquisitions consummated after the First Amendment Effective Date, provided                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $      |   |   |

 

C-6

----

 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | that all such  transaction costs for all Loan Parties that are added back under this Line 11  shall not exceed a cumulative maximum aggregate amount of $5,000,000 for the  period from the First Amendment Effective Date through any date of determination: |   |   |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 12.    | To the extent  included in determining Consolidated Net Income for the Subject Period, the  sum of:                                                                                                                                                           |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | (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,                                                     |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | (iii)          any benefit or loss for Federal,  state, local and foreign income taxes payable,                                                                                                                  |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | (iv)          any gain or loss as a result of any  (non-cash) fair value measurement of any asset or liability, and                                                                                              |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | (v)           any gain or loss as a result of any  mark-to-market changes in the fair value of any Swap Contract-related asset  or liability;                                                               |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Total Exclusions  (the sum of (i) through (v) above):                                                                                                                                                                                               |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 13.    | To the extent added  back in the Subject Period pursuant to Line II.A.5 above, cash payments made  after the First Amendment Effective Date with respect to such non-cash  charges:                                                                           |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   | For purposes of the  calculations above, (1) in no event shall Consolidated Operating Cash  Flow include (x) any gain as a result of the purchase, forgiveness or  other cancellation of Indebtedness made after December 31, 2009 of the  Parent, the Borrower or any Subsidiary for less than the face value of such  Indebtedness and (y) any add back for any bad debt expense, and  (2) Entercom Properties, LLC shall be treated in all respects as a Restricted  Subsidiary during all periods of determination for purposes of calculating  Consolidated Operating Cash Flow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |
|   | For purposes of the  calculations above, with respect to any Acquisition or Disposition that  occurs during the Subject Period, and any related incurrence or repayment of  Consolidated Funded Indebtedness (including its effect on Consolidated  Operating Cash Flow), (x) any Acquisition (and any related incurrence or  repayment of Indebtedness) by the Borrower, the Parent or their Restricted  Subsidiaries shall be deemed to have occurred on the first day of the Subject  Period, and (y) any Disposition (and any related incurrence or repayment  of Indebtedness) by the Borrower, the Parent or their Restricted Subsidiaries  which occurs during the Subject Period shall be deemed to have occurred on  the first day of the Subject Period, provided that, notwithstanding the  foregoing, the Borrower shall not be required to pro forma unrelated  Dispositions of the Loan Parties generating gross proceeds less than  (a) $5,000,000, so long as all such Dispositions by the Loan Parties in  the aggregate over the period commencing on the First Amendment Effective  Date and ending on any date of determination do not exceed $15,000,000, or  (b) $200,000 for any one Disposition or any series of related  Dispositions. |   |                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 14.    | Adjustments made  in accordance with the above (if any)):                                                                                                                                                                                                     |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 15.    | Consolidated  Operating Cash Flow (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 +7 + 8 + 9 + 10 + 11 –  12 – 13 ± 14):                                                                                                                                     |   | $      |   |   |

 

C-7

----

 
|   | B.                                | Consolidated Interest  Charges for the Subject Period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |
|--------|-----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   |                              | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | All cash  interest (excluding interest with respect to EPLLC Deemed Debt), 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: |                                                                  | $ |   |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |   |
|   |                              | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The portion of  rent expense of the Parent, the Borrower and their Restricted Subsidiaries  paid in cash during the Subject Period under capital leases that is treated  as interest in accordance with generally GAAP:                                                                                                                                                                                                                                                           |                                                                  | $ |   |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   |                              | For purposes of  calculating the above, (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 that occurs during  the Subject Period, 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 shall be deemed to have occurred on the first day of the Subject  Period, (y) any Disposition (and any related incurrence or repayment of  Indebtedness) by the Borrower, the Parent or their Restricted Subsidiaries  which occurs during the Subject Period shall be deemed to have occurred on  the first day of the Subject Period, provided that,  notwithstanding the foregoing, the Borrower shall not be required to pro  forma unrelated Dispositions of the Loan Parties generating gross proceeds  less than (a) $5,000,000, so long as all such Dispositions by the Loan  Parties in the aggregate over the period commencing on the First Amendment  Effective Date and ending on any date of determination do not exceed  $15,000,000, or (b) $200,000 for any one Disposition or any series of  related Dispositions. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   |                              | Notwithstanding  the foregoing, the contribution to Lines II.B.1. and II.B.2. above shall be  calculated including Unrestricted Subsidiaries, but be limited to the amount  of such items for which a Loan Party has direct liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |   |
|   |                              | 3.               Adjustments  made in accordance with the above (if any):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                                     |   |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |   |
|   |                              | 4.               Consolidated  Interest Charges (Lines II.B.1 + 2 ± 3):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                                     |   |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |   |
|   |                              | 5.               Line II.B.4  above net of (i) consolidated interest income of the Parent, the  Borrower and their Restricted Subsidiaries for the Subject Period and  (ii) interest accrued on the Attributable Indebtedness and other  obligations described in subsection (e) of the definition of  Consolidated Funded Indebtedness:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                                     |   |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |   |
|   | C.                                | Consolidated  Interest Coverage Ratio (Line II.A.15 ÷ Line II.B.5):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |             to 1.00 |   |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                  |
|   | *Minimum  Required: 2.00 to 1.00* |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

C-8

----

** **

**During Unrestricted Periods,only:*[Complete to the extent utilized.]***

 
| **III.**   | **Section 7.01(i)(A) – Liens and  Section 7.03(e)(i) – Indebtedness.** |                                                                                                                                                                                                                                                        |   |   |
|------------|----------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |   |   |
| ** ** | A.                                                                               | Actual amount of Liens  securing Indebtedness of the Parent, the Borrower and the Restricted Subsidiaries  (except License Subsidiaries) in respect of capital leases and similar  obligations, and purchase money obligations for fixed or capital assets: |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |
| ** ** | B.                                                                               | Maximum Indebtedness of  the Borrower, the Parent and the Restricted Subsidiaries (except License  Subsidiaries) permitted to be incurred under Section 7.03(e)(i):                                                                                         |   | $      | 50,000,000 |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |   |   |
| **IV.**    | **Section 7.03(f) – Unsecured  Indebtedness of the Borrower and Parent.**   |                                                                                                                                                                                                                                                        |   |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |   |   |
| ** ** | A.                                                                               | Aggregate amount of  unsecured Indebtedness incurred by the Borrower and the Parent:                                                                                                                                                                        |   | $      |   |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |   |   |
| **V.**     | **Section 7.03(g) – Unsecured  Indebtedness of Restricted Subsidiaries.**   |                                                                                                                                                                                                                                                        |   |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |   |   |
| ** ** | A.                                                                               | Aggregate amount of  unsecured Indebtedness incurred by the Restricted Subsidiaries:                                                                                                                                                                        |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |
| ** ** | B.                                                                               | Aggregate amount of  secured debt incurred by any of the Restricted Subsidiaries permitted by Section  7.03(e)(i):                                                                                                                                          |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |
| ** ** | C.                                                                               | Maximum permitted  pursuant to Section 7.03(g) ($50,000,000 – Line V.B):                                                                                                                                                                               |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |   |
| **VI.**    | **Section 7.03(i)(i) – Additional  Indebtedness of the Borrower.**          |                                                                                                                                                                                                                                                        |   |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |
| ** ** | A.                                                                               | Aggregate amount of  additional Indebtedness incurred by the Borrower:                                                                                                                                                                                      |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |
| ** ** | B.                                                                               | Maximum permitted  pursuant to Section 7.03(i)(i):                                                                                                                                                                                                          |   | $      | 25,000,000 |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |   |
| **VII.**   | **Section 7.17(a) – Unrestricted  Subsidiaries.**                           |                                                                                                                                                                                                                                                        |   |   |
| ** ** | ** **                                                                       |                                                                                                                                                                                                                                                        |   |   |
| ** ** | A.                                                                               | Aggregate amount of Net  Investments pursuant to Section  7.17(a):                                                                                                                                                                                          |   | $      |   |   |
| ** ** |                                                                             |                                                                                                                                                                                                                                                        |   |   |   |
| ** ** | B.                                                                               | Maximum Amount of Net  Investments pursuant to Section 7.17(a) permitted after the First  Amendment Effective Date:                                                                                                                                         |   | $      | 50,000,000 | *** |

 

----

| ** ** | ** Subject to the following  adjustments based on the inclusions and exclusions specified in Section  7.17(a):*                                                                                                                                                                                                                                       . |   |   |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|

 

C-9

----

 

**During Restricted Periods, only:**

***[Completeto the extent utilized.]***

 
| **XIII.**  | **Section 7.01(i)(B) —  Liens and Section 7.03(e)(ii) — Indebtedness** |                                                                                                                                                                                                                                                         |   |
|------------|------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** ** | ** **                                                                                           | ** **                                                                                                                                                                                                                                                   |   |   |
|       | A.                                                                                                   | Actual amount of  Liens securing Indebtedness of the Parent, the Borrower and the Restricted  Subsidiaries (except License Subsidiaries) in respect of capital leases and  similar obligations, and purchase money obligations for fixed or capital  assets: |   | $ |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |
|       | B.                                                                                                   | Maximum Indebtedness  of the Borrower, the Parent and the Restricted Subsidiaries (except License  Subsidiaries) permitted to be incurred under Section 7.03(e)(ii):                                                                                    |   | $ | 25,000,000 |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |
| **IX.**    | **Section 7.02(g) —  Investments.**                                                   |                                                                                                                                                                                                                                                         |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |
|       | A.                                                                                                   | Maximum  Permitted (Calculation of Investment Basket):***                                                                                                                                                                                                    |   |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         | 1.     | $25,000,000: |   | $ |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         | 2.     | The aggregate  amounts expended or invested by the Borrower, the Parent and the Restricted  Subsidiaries during all of the Restricted Periods constituting Investments  made during Restricted Periods in accordance with Section 7.02(g) (including,  without limitation, Investments in Unrestricted Subsidiaries, minority  interests, joint ventures and otherwise, but excluding, for the avoidance of  doubt, transaction costs): |   | $ |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         | 3.     | Amounts added to  the Acquisition Basket pursuant to clause (i) of the definition of  Acquisition Basket: |   | $ |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         | 4.     | Investment  Basket (Lines IX.A.1 – (2 +3): |   | $ |   |   |
|       |                                                                                                 |                                                                                                                                                                                                                                                         |   |   |   |   |   |
|       | C.                                                                                                   | Maximum (Unused  amount of Investment Basket) as set forth in Line IX.A.4 above:                                                                                                                                                                             |   | $ |   |   |

 

----

|   | **  Subject to the following adjustments based on the inclusions and exclusions  specified in the definition of Investment Basket:*                                                                                                                                                                                                                                                                 . |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |
| **X.** | **Section 7.07(II)(b)   — Acquisitions.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |
|   | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Maximum  Permitted (Calculation of Acquisition Basket):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1.                $50,000,000:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2.                The aggregate  amount of all cash consideration (or the equivalent thereof) paid by the Loan  Parties for all Permitted Acquisitions consummated during all Restricted  Periods made in accordance with the terms of Section 7.07(II) (but  excluding (i) Permitted Acquisitions to the extent made with Equity  Interests of the Parent, (ii) except as provided in Line 3 below,  payments made in accordance with the terms of Section 7.07(II)(c),  and (iii) for the avoidance of doubt, transaction costs): |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 3.                The aggregate  Dollar amount (using the Dollar equivalent thereof for all non-cash payments)  of all Like Kind Exchange Excess Value Payments made during all Restricted  Periods:                                                                                                                                                                                                                                                                                                                                                              |   | $      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 4.                any unused  amounts of the Investment Basket on such date of determination:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $      |   |   |

 

C-10

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|       |                                                                                                                                                                                                                                                                                                    | 5.                Acquisition  Basket (Line X.A.1 – (2 + 3) + 4): |            | $          |   |   |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|------------|--------|--------|
|       |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |   |
| **XI.**    | **Section 7.03(h) —  Unsecured Indebtedness of Borrower and Parent.**                                                                                                                                                                                                                    |                                                                                                                                              |            |       |
| ** ** | ** **                                                                                                                                                                                                                                                                                              |                                                                                                                                              |            |       |   |
| ** ** | A.                                                                                                                                                                                                                                                                                                      | Aggregate amount  of New Subordinated High Yield Indebtedness incurred by the Borrower and  Parent pursuant to Section 7.03(h):              |            | $          |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |   |
| ** ** | B.                                                                                                                                                                                                                                                                                                      | Amount of Net  Debt Proceeds:                                                                                                                     |            | $          |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |   |
| **XII.**   | **Section 7.03(i)(ii) —  Additional Indebtedness of the Borrower.**                                                                                                                                                                                                                      |                                                                                                                                              |            |       |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |   |
| ** ** | A.               Aggregate  amount of additional unsecured Indebtedness incurred by the Borrower in the  ordinary course of business:                                                                                             |                                                                                                                                              | $               |       |   |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |   |
| ** ** | B.                Maximum  permitted pursuant to Section 7.03(i)(ii) (provided that up  to $5,000,000 of such Indebtedness may be secured):                                                                        |                                                                                                                                              | $               | 15,000,000 |   |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              | Amount secured: |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              | $               |       |   |
| **XIII.**  | **Calculation  of Mandatory Prepayments required by Sections 2.04(b)(ii)(A), (b)(iii),  (b)(iv) and (b)(v)**                                                                                                                                                                                       |                                                                                                                                              |
| ** ** |                                                                                                                                                                                                                                                                                                    |                                                                                                                                              |            |       |
| ** ** | A.     Amount of prepayments made  in accordance with Section 2.04(b)(ii)(A) (Net Cash  Proceeds), Section 2.04(b)(iii) (Extraordinary Receipts), Section 2.04(b)(iv) (Net  Issuance Proceeds) and Section 2.04(b)(v) (Net Debt  Proceeds): |                                                                                                                                              | $               |       |   |

 

C-11

----

** **

**EXHIBITF**

** **

**SECURITYAGREEMENT**

** **

SECURITY AGREEMENT (thisagreement, together with all amendments and restatements and Joinders, this “*Agreement*”), dated as ofMarch       , 2010, is made by ENTERCOMRADIO, LLC, a Delaware limited liability company (“*Borrower*”), ENTERCOM COMMUNICATIONS CORP., a Pennsylvaniacorporation (“*Parent*”), each ofthe signatories party hereto (other than Secured Creditor) and each otherPerson who becomes a party hereto pursuant to Section 6.15(including any permitted successors and assigns, collectively, the “*Grantors*” and each a “*Grantor*”), in favor of BANK OF AMERICA,N.A., as Administrative Agent (in such capacity, “*Secured Creditor*”) for its benefit and the benefit of eachother Secured Party.

 

BACKGROUND.

 

Borrower, Parent, Bank ofAmerica, N.A., as Administrative Agent and L/C Issuer, and the Lenders partythereto have entered into the Credit Agreement dated as of June 18, 2007(such agreement, together with all amendments, restatements, extensions,supplements or other modifications, the “*CreditAgreement*”).

 

Borrower, Parent, theother Loan Parties, Administrative Agent and certain Lenders have entered intothe First Amendment to Credit Agreement dated as ofMarch       , 2010 (the “*First Amendment*”).

 

It is a condition precedentto the effectiveness of the First Amendment that each Loan Party execute anddeliver this Agreement.

 

It is the intention ofthe parties hereto that this Agreement create a first priority (except withrespect to Non-Perfected Collateral) security interest in the Collateral(subject to Permitted Liens) in favor of Secured Creditor for its benefit andthe benefit of Secured Parties securing the payment and performance of theObligations.

 

AGREEMENT.

 

NOW, THEREFORE, inconsideration of the premises set forth herein and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,and in order to induce (a) Secured Parties to make the Committed Loans,issue or participate in Letters of Credit and maintain the Term A Loans underthe Credit Agreement and to extend other credit and financial accommodationsunder the Loan Documents, and (b) Hedge Banks to make financialaccommodations under Secured Hedge Agreements, each Grantor hereby agrees withSecured Creditor, for its benefit and the benefit of Secured Parties, asfollows:

** **

**ARTICLEIDEFINITIONS**

** **

1.1.          *Definitions*.* *Forpurposes of this Agreement:

 

“*Accession*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to an accession (as defined in the UCC),and (whether or not included in that definition), a good that is physicallyunited with another good in such a manner that the identity of the originalgood is not lost.

 

“*Account*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to an account (as defined in the UCC), and 

 

1

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(whether or not includedin such definition), a right to payment of a monetary obligation, whether ornot earned by performance for property that has been or is to be sold, leased,licensed, assigned, or otherwise disposed of, and for service rendered or to berendered, and all right, title, and interest in any returned property, togetherwith all rights, titles, securities, and guarantees with respect thereto,including any rights to stoppage in transit, replevin, reclamation, andresales, and all related Liens whether voluntary or involuntary.

 

“*Account Debtor*” means any Person who is orwho may become obligated to a Grantor under, with respect to or on account ofan Account.

 

“*As-Extracted Collateral*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to as-extracted collateral (asdefined in the UCC), and (whether or not included in that definition),(a) oil, gas, or other minerals that are subject to a security interestthat (i) is created by such Grantor before extraction, and(ii) attaches to the minerals as extracted, or (b) Accounts arisingout of the sale at the wellhead or minehead of oil, gas, or other minerals inwhich such Grantor had an interest before extraction.

 

“*Chattel Paper*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to chattel paper (as defined in the UCC),and (whether or not included in such definition), a Record or Records that evidenceboth a monetary obligation and a security interest in specific Goods, asecurity interest in specific Goods and Software used in the Goods, or a leaseof specific Goods.  “Chattel Paper”includes Electronic Chattel Paper and Tangible Chattel Paper.

 

“*Collateral*” has the meaning specified in Section 2.1.

 

“*Collateral Records*” means books, records,ledger cards, files, correspondence, customer lists, blueprints, technicalspecifications, manuals, computer software, computer printouts, tapes, disksand related data processing software and similar items that at any timeevidence or contain information relating to any of the Collateral or areotherwise necessary or helpful in the collection thereof or realizationthereupon.

 

“*Commercial Tort Claim*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a commercial tort claim (asdefined in the UCC), and (whether or not included in such definition), allclaims arising in tort with respect to which the claimant (a) is anorganization, or (b) an individual and the claim (i) arose in thecourse of the claimant’s business or profession, and (ii) does not includedamages arising out of personal injury to or the death of an individual.

 

“*Commodity Account*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to a commodity account (as defined in theUCC), and (whether or not included in such definition), an account maintainedby a Commodity Intermediary in which a Commodity Contract is carried for suchGrantor.

 

“*Commodity Contract*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a commodity futures contract,an option on a commodity futures contract, a commodity option, or any othercontract if the contract or option  is(a) traded on or subject to the rules of a board of trade that hasbeen designated as a contract market for such a contract pursuant to thefederal commodities Laws, or (b) traded on a foreign commodity board oftrade, exchange, or market, and is carried on the books of a CommodityIntermediary for such Grantor.

 

2

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“*Commodity Intermediary*” means (a) aPerson that is registered as a futures commission merchant under the federalcommodities Laws or (b) a Person that in the ordinary course of itsbusiness provides clearance or settlement services for a board of trade thathas been designated as a contract market pursuant to federal commodities Laws.

 

“*Copyright License*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to any written agreement, now or hereafterin effect, granting any right to any third party under any Copyright now orhereafter owned by such Grantor or which such Grantor otherwise has the rightto license, or granting any right to such Grantor under any Copyright now orhereafter owned by any third party, and all rights of such Grantor under anysuch agreement.

 

“*Copyrights*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to (a) all copyright rights in anywork subject to the copyright Laws of any Governmental Authority, whether asauthor, assignee, transferee, or otherwise, (b) all registrations andapplications for registration of any such copyright in any GovernmentalAuthority, including registrations, recordings, supplemental registrations, andpending applications for registration in any jurisdiction, and (c) allrights to use and/or sell any of the foregoing.

 

“*Deposit Account*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to a deposit account (as defined in theUCC), and (whether or not included in such definition), a demand, time,savings, passbook, or similar account maintained at a bank (as defined in theUCC).

 

“*Document*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to a document (as defined in the UCC), and(whether or not included in such definition), a document of title, bill oflading, dock warrant, dock receipt, warehouse receipt, or order for thedelivery of Goods.

 

“*Electronic Chattel Paper*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to electronic chattel paper (asdefined in the UCC), and (whether or not included in such definition), chattelpaper evidenced by a Record or Records consisting of information stored inelectronic medium.

 

“*Entitlement Holder*” means a Personidentified in the records of a Securities Intermediary as the Person having aSecurity Entitlement against the Securities Intermediary. If a Person acquiresa Security Entitlement by virtue of Section 8-501(b)(2) or(3) of the UCC, such Person is the Entitlement Holder.

 

“*Equipment*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to equipment (as defined in the UCC), and(whether or not included in such definition), all Goods other than Inventory orconsumer goods, and all improvements, accessions, or appurtenances thereto.

 

“*Equity Interests*” means, with respect toany Person, all of the shares of capital stock, or membership or partnershipinterests of (or other ownership interests in) such Person, all of thewarrants, options or other rights for the purchase or Acquisition from suchPerson of shares of capital stock, or membership or partnership interests of(or other ownership interests in) such Person, all of the securitiesconvertible into or exchangeable for shares of capital stock of (or otherownership interests in) such Person or warrants, rights or options for thepurchase or Acquisition from such Person of such shares (or such otherinterests), and all of the other ownership interests in such Person (includingpartnership, member or trust interests therein), whether voting or nonvoting,and whether or not such shares, warrants, options, rights or other interests areoutstanding on any date of determination.

 

3

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“*Excluded Property*” means any(a) Equity Interests owned by Parent, Borrower or any of theirSubsidiaries (i) in the Unrestricted Subsidiaries or (ii) that arepledged pursuant to a Pledge Agreement, and (b) real property.

 

“*FCC*” means The Federal CommunicationsCommission and any successor thereto.

 

“*FCC License*” means each current and futurelicense, permit or other authorization issued by the FCC to each Grantor.

 

“*Financial Asset*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to a financial asset (as defined in theUCC), and (whether or not included in such definition), (a) a Security,(b) an obligation of a Person or a share, participation or other interestin a Person or in property or an enterprise of a Person, that is, or is of atype, dealt in or traded on financial markets or that is recognized in any areain which it is issued or dealt in as a medium for investment, or (c) anyproperty that is held by a Securities Intermediary for another Person in aSecurities Account if the Securities Intermediary has expressly agreed with theother Person that the property is to be treated as a financial asset underArticle 8 of the UCC. As the context requires, “Financial Asset” meanseither the interest itself or the means by which a Person’s claim to it isevidenced, including a certificated or uncertificated Security, a certificaterepresenting a Security, or a Security Entitlement.

 

“*Fixtures*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to fixtures (as defined in the UCC), and(whether or not included in such definition), all Goods that have become sorelated to particular real property that an interest in them arises under thereal property Law of the state in which the real property is situated.

 

“*General Intangible*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a general intangible (asdefined in the UCC, and (whether or not included in such definition), allpersonal property, including things in action, other than Accounts, ChattelPaper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments,Investment Property, Letter-of-Credit Rights, Letters of Credit, money, andoil, gas or other minerals before extraction.

 

“*Goods*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to goods (as defined in the UCC), and(whether or not included in such definition), all things that are movable whena security interest attaches.

 

“*Governmental Authority*” means thegovernment of the United States or any other nation, or of any politicalsubdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank or other entityexercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government (includingany supra-national bodies such as the European Union or the European CentralBank).

 

“*Impaired Account*” means an Account withrespect to which either (a) the applicable Account Debtor is a nameddebtor in a proceeding pending under a Debtor Relief Law or (b) theGrantor who is owed such Account has determined, in its reasonable business judgmentin accordance with its past practices, that the applicable Account Debtor islikely to become a debtor in a proceeding pending under a Debtor Relief Law.

 

“*Instrument*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to an instrument (as defined in the UCC),and (whether or not included in such definition), a negotiable instrument orany other writing that evidences a 

 

4

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right to the payment of amonetary obligation, is not itself a security agreement or lease, and is of atype that in ordinary course of business is transferred by delivery with anynecessary endorsement or assignment.

 

“*Insurance*” means all insurance policiesfor which each Grantor is the owner, an insured, an additional insured, abeneficiary or loss payee, including any policy covering any or all of theCollateral (regardless of whether Secured Creditor is the loss payee or anadditional insured thereof).

 

“*Intellectual Property*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to all intellectual and similarproperty of  every kind and nature,including inventions, designs, Patents, Copyrights, Licenses, Trademarks, TradeSecrets, confidential or proprietary technical and business information,know-how, show-how or other data or information, Software and databases and allembodiments or fixations thereof and related documentation, registrations andfranchises, and all additions, improvements and accessions to, and books andrecords describing or used in connection with, any of the foregoing.

 

“*Inventory*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to inventory (as defined in the UCC), and(whether or not included in such definition), Goods that (a) are leased bya Person as lessor, (b) are held by a Person for sale or lease or to befurnished under a contract of service, (c) are furnished by a Person undera contract of service, or (d) consist of raw materials, work in process,or materials used or consumed in a business, including packaging materials,scrap material, manufacturing supplies and spare parts, and all such Goods thathave been returned to or repossessed by or on behalf of such Person.

 

“*Investment Property*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to investment property (asdefined in the UCC), and (whether or not included in such definition), aSecurity (whether certificated or uncertificated), a Commodity Contract, aCommodity Account, a Security Entitlement and Securities Account.

 

“*Joinder*” means a joinder to this Agreementin substantially the form of Exhibit A.

 

“*Letter of Credit*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to a letter of credit (as defined in theUCC).

 

“*Letter-of-Credit Right*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a letter-of-credit right (asdefined in the UCC), and (whether or not included in such definition),(a) a right to payment or performance under a letter of credit, whether ornot the beneficiary has demanded or is at the time entitled to demand paymentor performance, and (b) the right of a beneficiary to demand payment orperformance under a letter of credit.

 

“*License*” means any Patent License,Trademark License, Copyright License, or other similar license or sublicense.

 

“*Lien*” means any mortgage, pledge,hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory orother), charge, or preference, priority or other security interest orpreferential arrangement in the nature of a security interest of any kind ornature whatsoever (including any conditional sale or other title retentionagreement, any easement, right of way or other encumbrance on title to realproperty, and any capital lease having substantially the same economic effectas any of the foregoing).

 

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“*Material Commercial Tort Claim*” means aCommercial Tort Claim, pending before any court, as to which the amount incontroversy and claimed by the applicable Grantor to be owed to such Grantor isgreater than $10,000,000.

 

“*Money*” means “money” as defined in theUCC.

 

“*Patent License*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to any written agreement, now or hereafterin effect, granting to any third party any right to make, use or sell anyinvention on which a Patent, now or hereafter owned by such Grantor or whichsuch Grantor otherwise has the right to license, is in existence, or grantingto such Grantor any right to make, use or sell any invention on which a Patent,now or hereafter owned by any third party, is in existence, and all rights ofsuch Grantor under any such agreement.

 

“*Patents*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to (a) all letters patent of anyGovernmental Authority, all registrations and recordings thereof, and allapplications for letters patent of any Governmental Authority, and (b) allreissues, continuations, divisions, continuations-in-part, renewals, orextensions thereof, and the inventions disclosed or claimed therein, includingthe right to make, use and/or sell the inventions disclosed or claimed therein.

 

“*Payment Intangible*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a payment intangible (asdefined in the UCC), and (whether or not included in such definition), aGeneral Intangible under which the Account Debtor’s principal obligation is amonetary obligation.

 

“*Permit*”**means all right, title, and interest of each Grantor (in each casewhether now or hereafter existing, owned, arising, or acquired) in and to anyauthorization, consent, approval, permit, license or exemption of, registrationor filing with, or report or notice to, any Governmental Authority.

 

“*Permitted Liens*”**means Liens permitted pursuant to Credit Agreement Section 7.01.

 

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

 

“*Pledged Debt*” means all indebtedness owedto each Grantor, the instruments evidencing such indebtedness, and allinterest, cash, instruments and other property or proceeds from time to timereceived, receivable or otherwise distributed in respect of or in exchange forany or all of such indebtedness.

 

“*Proceeds*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to proceeds (as defined in the UCC), and(whether or not included in such definition), (a) whatever is acquiredupon the sale, lease, license, exchange, or other disposition of theCollateral, (b) whatever is collected on, or distributed on account of, theCollateral, (c) rights arising out of the Collateral, (d) claimsarising out of the loss, nonconformity, or interference with the use of,defects or infringement of rights in, or damage to the Collateral,(e) proceeds of insurance, including insurance payable by reason of theloss or nonconformity of, defects or infringement of rights in, or damage tothe Collateral, (f) proceeds derived from or in connection with the sale,transfer or other disposition of any FCC License, and (g) any and all otheramounts from time to time paid or payable under or in connection with any ofthe Collateral.

 

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“*Record*” means information that isinscribed on a tangible medium or that is stored in an electronic or othermedium and is retrievable in perceivable form.

 

“*Release Date*” means the date on whichLiens securing the Obligations may be released pursuant to Credit Agreement Section 9.10(a)(i).

 

“*Secured Party*” means (i) theAdministrative Agent, (ii) the Lenders, (iii) the L/C Issuer,(iv) each Lender or an Affiliate of a Lender owed any Obligations withrespect to Swap Contracts, (v) each co-agent or sub-agent appointed by theAdministrative Agent from time to time pursuant to Section 9.05 ofthe Credit Agreement, and (vi) each other Person the Obligations owing towhich are or are purported to be secured by the Collateral under the terms ofthe Collateral Documents.

 

“*Securities Account*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to an account to which aFinancial Asset is or may be credited in accordance with an agreement underwhich the Person maintaining the account undertakes to treat the Person forwhom the account is maintained as entitled to exercise rights that comprise theFinancial Asset.

 

“*Securities Intermediary*” means (a) aclearing corporation, or (b) a Person, including a bank or broker, that inthe ordinary course of its business maintains securities accounts for othersand is acting in that capacity.

 

“*Security*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to any obligations of an issuer or anyshares, participations or other interests in an issuer or in property or anenterprise of an issuer which (a) are represented by a certificaterepresenting a security in bearer or registered form, or the transfer of whichmay be registered upon books maintained for that purpose by or on behalf of theissuer, (b) are one of a class or series or by its terms is divisible intoa class or series of shares, participations, interests or obligations, and(c)(i) are, or are of a type, dealt with or traded on securities exchangesor securities markets or (ii) are a medium for investment and by theirterms expressly provide that they are a security governed by Article 8 ofthe UCC.

 

“*Security Entitlements*” means all right,title, and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to the rights and property interests as andof an Entitlement Holder with respect to a Financial Asset.

 

“*Software*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to software (as defined in the UCC), and(whether or not included in such definition), a computer program (includingboth source and object code) and any supporting information provided inconnection with a transaction relating to the program.

 

“*Supporting Obligations*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to a supporting obligation (as defined in the UCC), and whether or notincluded in such definition, a Letter-of-Credit Right or secondary obligationthat supports the payment or performance of an Account, Chattel Paper, aDocument, a General Intangible, an Instrument, or Investment Property.

 

“*Tangible Chattel Paper*” means all right,title, and interest of each Grantor (in each case whether now or hereafterexisting, owned, arising, or acquired) in and to tangible chattel paper (asdefined in the UCC), and (whether or not included in such definition), chattelpaper evidenced by a Record or Records consisting of information that isinscribed on a tangible medium.

 

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“*Trade Secrets*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to trade secrets, all know-how, inventions,processes, methods, information, data, plans, blueprints, specifications,designs, drawings, engineering reports, test reports, materials standards,processing standards and performance standards, and all Software directlyrelated thereto, and all Licenses or other agreements to which such Grantor isa party with respect to any of the foregoing.

 

“*Trademark License*” means all right, title,and interest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to any written agreement, now or hereafterin effect, granting to any third party any right to use any Trademark now orhereafter owned by such Grantor or which such Grantor otherwise has the rightto license, or granting to such Grantor any right to use any Trademark now orhereafter owned by any third party, and all rights of such Grantor under anysuch agreement.

 

“*Trademarks*” means all right, title, andinterest of each Grantor (in each case whether now or hereafter existing,owned, arising, or acquired) in and to (a) all trademarks, service marks,trade names, corporate names, company names, business names, fictitiousbusiness names, trade styles, trade dress, logos, other source or businessidentifiers, designs and general intangibles of like nature, all registrationsand recordings thereof, and all registration and recording applications filedwith any Governmental Authority in connection therewith, and all extensions orrenewals thereof, (b) all goodwill associated therewith or symbolizedthereby, (c) all other assets, rights and interests that uniquely reflector embody such goodwill, (d) all rights to use and/or sell any of theforegoing, and (e) the portion of the business to which each trademarkpertains.

 

“*UCC*” means Chapters 8 and 9 of theUniform Commercial Code as in effect from time to time in the State of New Yorkor, where applicable as to specific items or types of Collateral, any otherrelevant state.

 

1.2.          *OtherDefinitional Provisions*. Capitalized terms not otherwise defined herein have the meaningspecified in the Credit Agreement, and, to the extent of any conflict, terms asdefined herein shall control for purposes of this Agreement only (*provided*, that a more expansive orexplanatory definition shall not be deemed a conflict).

 

1.3.          *Construction*.  Unless otherwise expressly provided in thisAgreement or the context requires otherwise, (a) the singular shallinclude the plural, and *vice versa*,(b) words of a gender include the other gender, (c) monetaryreferences are to Dollars, (d) time references are to Eastern time,(e) references to the “Agreement” and to “Articles,” “Sections,”“Exhibits,” and “Schedules” are to this Agreement and to the Articles,Sections, Exhibits, and Schedules of and to this Agreement, together with allamendments and restatements thereto, (f) headings used in this Agreementare for convenience only and shall not be used in connection with theinterpretation of any provision hereof, (g) references to any Personinclude that Person’s heirs, personal representatives, successors, trustees,receivers, and permitted assigns, that Person as a debtor-in possession, andany receiver, trustee, liquidator, conservator, custodian, or similar partyappointed for such Person or all or substantially all of its assets,(h) references to any Law include every amendment or restatement to it,rule and regulation adopted under it, and successor or replacement for it,(i) references to a particular Loan Document include each amendment orrestatement to it made in accordance with the Credit Agreement and such LoanDocument, (j) references to a particular Secured Hedge Agreement includeeach amendment or restatement to it made in accordance with such Secured HedgeAgreement, and (k) the inclusion of Proceeds in the definition of“Collateral” shall not be deemed a consent by Secured Creditor or any otherSecured Party to any sale or other disposition of any Collateral not otherwisespecifically permitted by the terms of the Credit Agreement or thisAgreement.  This Agreement is a LoanDocument.

 

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# ** **

**ARTICLE IIGRANT OF SECURITY INTEREST**

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2.1.          *Grantof Security Interest*.  Assecurity for the payment and performance, as the case may be, in full of theObligations, each Grantor hereby grants to Secured Creditor, for the benefit ofit and the other Secured Parties, a security interest in the entire right,title, and interest of such Grantor in and to (a) all personal property(other than Excluded Property) of such Grantor, whether now or hereafterexisting, owned, arising or acquired, and (b) all of the followingproperty of such Grantor, whether now or hereafter existing, owned, arising, oracquired:  (i) Accessions,(ii) Accounts, (iii) As-Extracted Collateral, (iv) ChattelPaper, (v) Collateral Records, (vi) Commercial Tort Claims, includingbut not limited to the specific Commercial Tort Claims descriptions of whichare to be provided by such Grantor to Secured Creditor, (vii) CommodityAccounts, (viii) Commodity Contracts, (ix) Deposit Accounts,(x) Documents, (xi) Equipment, (xii) Financial Assets,(xiii) Fixtures, (xiv) General Intangibles, (xv) Goods, (xvi) Instruments,(xvii) Insurance, (xviii) Intellectual Property,(xix) Inventory, (xx) Investment Property, (xxi) Letters ofCredit, (xxii) Letter-of-Credit Rights, (xxiii) Licenses,(xxiv) Money, (xxv) Payment Intangibles, (xxvi) Permits,(xxvii) Pledged Debt, (xxviii) Securities, (xxix) SecuritiesAccounts, (xxx) Security Entitlements, (xxxi) Software,(xxxii) Supporting Obligations, and (xxxiii) Proceeds of theforegoing (“*Collateral*”).  Collateral does not include at any time anyFCC License to the extent, but only to the extent, that any Grantor is prohibitedat that time from granting a security interest therein pursuant to theCommunications Act of 1934, and the rules, regulations and policies promulgatedthereunder, but includes, to the maximum extent not prohibited by Law, allrights incident or appurtenant to any such FCC License and the rights toreceive all proceeds derived from or in connection with the sale, assignment ortransfer of any FCC License.

 

2.2.          *GrantorsRemain Liable*.  Anythingherein to the contrary notwithstanding, (a) each Grantor shall remainliable with respect to and under all Collateral, (b) the exercise bySecured Creditor of any of the rights hereunder shall not release any Grantorfrom any of its duties or obligations with respect to or under any Collateralor under this Agreement, and (c) neither Secured Creditor nor any otherSecured Party shall have any obligation or liability with respect to or underany Collateral by reason of this Agreement, nor shall Secured Creditor or anyother Secured Party be obligated to perform any of the obligations or duties ofany Grantor thereunder or to take any action to collect or enforce any claimfor payment assigned or in which a security interest is granted hereunder.

 

2.3.          *Deliveryof Security and Instrument Collateral*.  All certificates, if any, or Instrumentsconstituting or evidencing the Collateral (other than Non-Perfected Collateral)shall be delivered to and held by or on behalf of Secured Creditor pursuanthereto and shall be in suitable form for transfer by delivery, or shall beaccompanied by undated and duly executed instruments of transfer or assignmentin blank, all in form and substance reasonably satisfactory to SecuredCreditor.  If an Event of Default exists,Secured Creditor has the right to transfer to or to register in the name ofSecured Creditor or any of its nominees any or all of such Collateral (subjectto Section 5.6).  Inaddition, Secured Creditor has the right, if Secured Creditor reasonablydetermines that the exercise of such right is necessary to protect its rights,at any time to exchange certificates or Instruments representing or evidencingCollateral for certificates or Instruments of smaller or larger denominations.

 

2.4.          *AgreementWith Respect to Collateral*. Each Grantor and Secured Creditor agree that to the extent that any ofthe Collateral may be deemed to be a Fixture as opposed to Equipment,Inventory, or any other form of Collateral that may be perfected by the filingof a UCC financing statement, it is the intention of Grantors, Secured Creditorand Secured Parties that such Collateral be deemed to be Equipment, Inventory,or any other form of Collateral that, to the extent not prohibited by Law, maybe perfected by the filing of a UCC financing statement and such Collateral notbe deemed to be a Fixture.

 

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2.5.          *FutureAdvances*.  Each Grantoracknowledges that the Loan Documents and each Secured Hedge Agreement mayprovide for future advances and financial accommodations and this Agreementsecures performance of such future advances and financial accommodations.

 

2.6.          *LimitedExclusions*.  Notwithstandinganything herein to the contrary, in no event shall the security interestgranted in Section 2.1 include or attach to any lease, license,contract, property rights or agreement to which Grantor is a party or any ofits rights or interests thereunder if and for so long as the grant of suchsecurity interest would constitute or result in a violation of non-waivableprovisions of applicable Law or the abandonment, termination pursuant to theterms of, or a breach or default under, any such lease, license, contract,property rights or agreement (other than to the extent that any such term wouldbe rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409of the UCC (or any successor provision or provisions) of any relevantjurisdiction or any other applicable Law (including any Debtor Relief Law) orprinciples of equity); *provided, however*,that such security interest shall attach immediately at such time as thecondition causing such abandonment, invalidation or unenforceability shall beremedied and to the extent severable, shall attach immediately to any portionof such lease, license, contract, property rights or agreement that does notresult in any of the consequences specified above.  So long as any property of Grantor isexcluded from the security interest granted in Section 2.1 pursuantto the immediately preceding sentence, such property shall be excluded from theterm “Collateral” for all purposes hereunder.

 

2.7.          *MaximumLiability.* Anything in thisAgreement to the contrary notwithstanding, the obligations of each Grantor(other than Borrower) hereunder shall be limited to a maximum aggregate amountequal to the largest amount that would not render its obligations hereundersubject to avoidance as a fraudulent transfer or conveyance underSection 548 of Title 11 of the United States Code or any applicableprovisions of comparable Law (collectively, the “*Fraudulent Transfer Laws*”), in each case after giving effectto all other liabilities of such Grantor, contingent or otherwise, that arerelevant under the Fraudulent Transfer Laws (specifically excluding, however,any liabilities of such Grantor in respect of intercompany indebtedness toother Loan Parties or Affiliates of other Loan Parties to the extent that suchindebtedness would be discharged in an amount equal to the amount paid orproperty conveyed by such Grantor under the Loan Documents) and after givingeffect as assets, subject to Section 6.1, to the value (asdetermined under the applicable provisions of the Fraudulent Transfer Laws) ofany rights to subrogation or contribution of such Grantor pursuant to(a) applicable Law or (b) any agreement providing for an equitableallocation among such Grantor and other Loan Parties of obligations arisingunder the Loan Documents and Secured Hedge Agreements.

 

2.8.          *ExcludedProperty*.  Notwithstanding Section 2.1or any other provision of this Agreement, no Grantor grants a security interestpursuant to this Agreement in any Excluded Property and Excluded Property shallbe excluded from “Collateral” for all purposes hereunder.

 

2.9.          *Non-PerfectedCollateral*.  Notwithstandingany provision of this Agreement, no Grantor shall be required to take anyaction to cause the perfection of any security interest granted pursuant tothis Agreement in any Non-Perfected Collateral.

 

**ARTICLE IIIREPRESENTATIONS AND WARRANTIES**

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3.1.          *Representationsand Warranties*.  Each Grantorrepresents and warrants to Secured Creditor with respect to itself and itsCollateral that:

 

(a)           This Agreement and the grant of thesecurity interest pursuant to this Agreement in the Collateral create a validsecurity interest in favor of Secured Creditor for its benefit and the benefitof Secured Parties in the Collateral, securing the payment and performance ofthe Obligations, and upon the

 

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(i) filing of UCC-1financing statements for such Grantor, in the form delivered by such Grantor toSecured Creditor in the central filing office of the jurisdiction in which suchGrantor is organized, and (ii) obtaining possession, as appropriate forthe item and type of Collateral (other than Non-Perfected Collateral) inquestion, shall constitute a valid, first priority, perfected security interestin such Collateral (subject to Permitted Liens and excluding Non-PerfectedCollateral) to the extent such security interests can be perfected by takingthe actions described in clauses (i) and (ii), and allfilings and other actions necessary to perfect such security interest and suchpriority have been duly taken (or will be taken upon such Grantor obtaining rightsin Collateral after the date hereof).

 

(b)           The execution, delivery andperformance by such Grantor of this Agreement have been duly authorized by allnecessary action, and do not and will not: (i) contravene the terms of any of such Grantor’s OrganizationDocuments; (ii) 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 (A) anymaterial contractual obligation to which such Grantor is a party or affectingsuch Grantor or the properties of such Grantor or any of its Subsidiaries(other than the Lien created by this Agreement) or (B) any order,injunction, writ or decree of any Governmental Authority or any arbitral awardto which such Grantor or its property is subject; or (iii) violate anyLaw.

 

(c)           This Agreement has been duly executedand delivered by such Grantor.  ThisAgreement constitutes a legal, valid and binding obligation of such Grantor,enforceable against such Grantor in accordance with its terms, subject as toenforcement of remedies to any Debtor Relief Laws and to general equitableprinciples.

 

(d)           Such Grantor has good andindefeasible title to, or a valid leasehold interest in, all of the Collateralfree and clear of any Lien, except for the security interest and Liens grantedpursuant to this Agreement and Permitted Liens. Such Grantor has not granted a security interest or other Lien in any ofthe Collateral (except for the security interest and Lien granted by thisAgreement and Permitted Liens).  SuchGrantor has not sold any interest in any of its Accounts (other than ImpairedAccounts) or Payment Intangibles, or been a party to any securitization of anyof its property.

 

(e)           As of the Closing Date, Schedule 1states the exact name of such Grantor, as such name appears in its currentlyeffective Organization Documents as filed with the appropriate authority of thejurisdiction of such Grantor’s organization, the jurisdiction of organizationof such Grantor (and such Grantor is not organized in more than onejurisdiction), the current type of entity of such Grantor, the Federal TaxpayerIdentification Number of such Grantor, and the corporate or otherorganizational number of such Grantor issued by such Grantor’s jurisdiction oforganization (or “N/A” if such jurisdiction does not issue an organizationalnumber for such Grantor’s entity type).

 

(f)            All Tangible Chattel Paper,promissory notes, and other Instruments which this Agreement requires to bedelivered to Secured Creditor have been delivered and pledged to SecuredCreditor duly endorsed and accompanied by such duly executed instruments oftransfer or assignment as are necessary for such pledge, to be held as pledgedcollateral.

 

(g)           Such Grantor does not have anyinterest in any Material Commercial Tort Claim other than Material CommercialTort Claims as to which such Grantor has delivered to Secured Creditor the casestyle and the case number of such Material Commercial Tort Claim and the nameof the court in which such Material Commercial Tort Claim is pending.

 

(h)           Except as provided in Section 5.6,no consent of any other Person and no authorization, approval or other actionby, and no notice to or filing (other than filings required by the UCC) with,any Governmental Authority is required (i) for the pledge by such Grantorof the Collateral pledged by it hereunder, for the grant by such Grantor of thesecurity interest granted hereby, or for the execution,

 

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delivery, or performanceof this Agreement by such Grantor, in each case except as to Non-PerfectedProperty, (ii) for the perfection or maintenance of the pledge,assignment, and security interest created hereby (including the first prioritynature of such pledge, assignment, and security interest) in Collateral (otherthan (A) Non-Perfected Collateral and (B) Intellectual Property inwhich a security interest cannot be perfected by the filing of a financingstatement) or (iii) for the enforcement of remedies by Secured Creditor orany other Secured Party.

 

(i)            With respect to each Grantor otherthan Borrower, this Agreement and the other Loan Documents may reasonably beexpected to benefit, directly or indirectly, such Grantor, and the Board ofDirectors of such Grantor, the requisite number of its partners, the requisitenumber of its members or the requisite number of the appropriate governancebody or equity holders, as appropriate to such Grantor’s type of entity, havedetermined that this Agreement and the other Loan Documents may reasonably beexpected to benefit, directly or indirectly, such Grantor.  Such Grantor is familiar with, and hasindependently reviewed the books and records regarding, the financial conditionof Company and is familiar with the value of any and all collateral intended tobe security for the payment of all or any part of the Obligations; *provided*, *however*,such Grantor is not relying on such financial condition or collateral as aninducement to enter into this Agreement.

 

(j)            All representations and warrantiesmade hereunder and in any other Loan Document or other document deliveredpursuant hereto or thereto or in connection herewith or therewith shall survivethe execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon bySecured Creditor and each Secured Party, regardless of any investigation madeby Secured Creditor or any Secured Party or on their behalf and notwithstandingthat Secured Creditor or any Secured Party may have had notice or knowledge ofany Default at the time of any credit extension, and shall continue in fullforce and survive the Release Date.

 

**ARTICLE IVCOVENANTS**

# ** **

4.1.          *Further Assurances*.

 

(a)           Each Grantor will, from time to timeand at such Grantor’s expense, promptly execute and deliver all furtherinstruments and documents (including the delivery of certificated securities,if any, authenticate, execute and file such financing or continuationstatements, or amendments thereto, and such other instruments or notices, asmay be reasonably necessary, or as Secured Creditor may reasonably request, inorder to perfect and preserve the pledge, assignment, and security interestgranted or purported to be granted hereby, and take all further action thatSecured Creditor may reasonably request, in order to perfect (except withrespect to Non-Perfected Collateral) the security interest granted or purportedto be granted hereby, and the priority thereof, or to enable Secured Creditorto exercise and enforce Secured Creditor’s and other Secured Parties’ rightsand remedies hereunder with respect to any Collateral (except Non-PerfectedCollateral).

 

(b)           Each Grantor authorizes SecuredCreditor to file one or more financing or continuation statements, andamendments thereto, relating to all or any part of the Collateral without theauthentication of any Grantor where permitted by Law and that (i) indicatethe Collateral (A) as all assets of such Grantor (or words of similareffect), regardless of whether any particular asset included in the Collateralis within the scope of UCC Article 9 of the state or such jurisdiction orwhether such assets are included in the Collateral, or (B) as being of anequal or lesser scope or with greater detail, and (ii) contain any otherinformation required by UCC Article 9 of the state or such jurisdictionfor the sufficiency or filing office acceptance of any financing statement,continuation or amendment, including whether such Grantor is an organization,the type of organization, and any organization identification number issued tosuch Grantor.  Each Grantor agrees tofurnish any such information to Secured Creditor promptly upon request.

 

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A photocopy or otherreproduction of this Agreement or any financing statement covering theCollateral or any part thereof shall be sufficient as a financing statementwhere permitted by Law.

 

4.2.          *Place of Perfection; Records; Collection of Accounts,Chattel Paper and Instruments*.

 

(a)           No Grantor shall change thejurisdiction of its organization from the jurisdiction specified in Schedule 1,its type of entity from the type of entity specified in Schedule 1,its name from the name specified in Schedule 1, or itsorganizational identification number from the organizational number specifiedin Schedule 1, unless such Grantor has delivered to SecuredCreditor prompt written notice thereof (but in no event shall such notice begiven later than ten Business Days after any such change unless SecuredCreditor has agreed in writing to a later date) and taken such actions asSecured Creditor may reasonably require to maintain the perfection and priorityof the security interest granted pursuant to this Agreement in the Collateral(except as to Non-Perfected Collateral). Each Grantor will hold and preserve such Records concerning the Accountsand the originals of all Chattel Paper and Instruments in a commerciallyreasonable manner and permit Secured Creditor to access such Records in themanner and at the times specified under the Credit Agreement.

 

(b)           Except as otherwise provided in this Section 4.2(b),each Grantor shall continue to collect, in accordance with commerciallyreasonable procedures and at its own expense, all amounts due or to become duesuch Grantor under the Accounts, Chattel Paper, and Instruments.  In connection with such collections, eachGrantor may take (and, at Secured Creditor’s direction if an Event of Defaultexists, shall take) such action as such Grantor or Secured Creditor may deemnecessary or advisable to enforce collection of the Accounts, Chattel Paper,and Instruments; *provided*, *however*, that Secured Creditor shall havethe right, if an Event of Default exists, without notice to any Grantor, tonotify the Account Debtors or obligors under any Accounts, Chattel Paper, andInstruments of the assignment of such Accounts, Chattel Paper, and Instrumentsto Secured Creditor and to direct such Account Debtors or obligors to makepayment of all amounts due or to become due to such Grantor thereunder directlyto Secured Creditor and, at the expense of such Grantor, to enforce collectionof any such Accounts, Chattel Paper, and Instruments, and to adjust, settle orcompromise the amount or payment thereof, in the same manner and to the sameextent as such Grantor might have done or as Secured Creditor reasonably deemsappropriate.  If any Event of Defaultexists, all amounts and proceeds (including Instruments) received by anyGrantor in respect of the Accounts, Chattel Paper, and Instruments shall bereceived in trust for the benefit of Secured Creditor hereunder, shall besegregated from other funds and property of such Grantor and shall be forthwithpaid or delivered over to Secured Creditor in the same form as so received(with any necessary endorsement) to be held as cash collateral, thereafter tobe applied as provided in the Credit Agreement or other Loan Documents, asapplicable.

 

4.3.          *Instruments*.  Each Grantor will deliver to Secured Creditorany Collateral evidenced by a promissory note or other Instrument duly indorsedand accompanied by duly executed instruments of transfer or assignment, all inform and substance satisfactory to Secured Creditor; in each case to the extentand at the times required under the Credit Agreement.

 

4.4.          *Rightsto Dividends and Distributions*.* *With respect to any EquityInterests subject to a security interest granted hereunder other thanNon-Perfected Collateral (“*Covered EquityInterests*”), Secured Creditor shall have authority (subject to Section 5.6)if an Event of Default exists either to have the same registered in SecuredCreditor’s name or in the name of a nominee, and, with or without suchregistration, to demand of the issuer thereof, and to receive and receipt for,any and all dividends and distributions (including any stock or similardividend or distribution) payable in respect thereof, whether they be ordinaryor extraordinary, in each case excluding dividends and distributions therecipient of which is entitled under the Credit Agreement to keep.  If any Grantor shall become entitled toreceive or shall receive any interest in or certificate (including, withoutlimitation, any interest in or certificate representing a dividend or adistribution in connection with any reclassification, increase, or reduction of

 

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capital, or issued inconnection with any reorganization), or any option or rights arising from orrelating to, any of the Covered Equity Interests, whether as an addition to, insubstitution of, as a conversion of, or in exchange for any of the CoveredEquity Interests, or otherwise, such Grantor agrees to accept the same asSecured Creditor’s agent and to hold the same in trust on behalf of and for thebenefit of Secured Creditor, and to deliver the same immediately to SecuredCreditor in the exact form received, with appropriate undated stock or similarpowers, duly executed in blank, to be held by Secured Creditor, subject to theterms hereof, as Collateral.  Unless anEvent of Default exists or will result therefrom and subject to the other LoanDocuments, such Grantor shall be entitled to receive all cash dividends anddistributions paid or distributed with respect to the Securities, other thandividends or distributions or interests payable in Covered Equity Interests ofthe issuer of such Covered Equity Interests (which, if evidenced bycertificated securities, shall be delivered to Secured Creditor as set forth inthe immediately preceding sentence, whether or not an Event of Default exists);*provided*, that, notwithstandingthe existence of an Event of Default, the recipient thereof may keep all cashdividends permitted under the Credit Agreement to be made or received.  All dividends, distributions and Proceedspaid or distributed in respect of the Collateral which are received by eachGrantor in violation of this Agreement shall, until paid or delivered toSecured Creditor, be held by such Grantor in trust as additional Collateral forthe Obligations.

 

4.5.          *Rightof Secured Creditor to Notify Issuers*.* *If an Event ofDefault exists and at such other times as Secured Creditor is entitled toreceive dividends, distributions and other property in respect of or consistingof any Collateral which is or represents a Security, Secured Creditor maynotify issuers of such Security to make payments of all dividends anddistributions directly to Secured Creditor and Secured Creditor may takecontrol of all Proceeds of any Securities. Until Secured Creditor elects to exercise such rights, if an Event ofDefault exists, each Grantor, as agent of Secured Creditor, shall collect,segregate and hold in trust all dividends and other amounts paid or distributedwith respect to Securities.

 

4.6.          *Insurance*.* *Ifan Event of Default exists and any Grantor fails to perform or observe anyapplicable covenants in the Credit Agreement as to insurance, Secured Creditormay at its option obtain insurance on only Secured Creditor’s and SecuredParties’ interest in the Collateral, and any premium thereby paid by SecuredCreditor to become part of the Obligations and bear interest at the DefaultRate.  If Secured Creditor maintains suchinsurance, the premium for such insurance shall be due on demand and payable bysuch Grantor to Secured Creditor.  EachGrantor grants and appoints Secured Creditor its attorney-in-fact (exercisableif an Event of Default exists) to endorse any check or draft that may bepayable to such Grantor in order to collect any payments in respect ofinsurance, including any refunds of unearned premiums in connection with anycancellation, adjustment, or termination of any policy of insurance.  Secured Creditor shall endeavor to provideeach Grantor with a copy of each such item endorsed by Secured Creditor; *provided*, any failure to provide any suchcopy shall not impair any right or action of Secured Creditor or any SecuredParty.  Any such sums collected bySecured Creditor shall be credited, except to the extent applied to thepurchase by Secured Creditor of similar insurance, to any amounts then owing onthe Obligations in accordance with Credit Agreement Section 8.03.

 

4.7.          *SecuredCreditor Appointed Attorney-in-Fact*. Each Grantor hereby irrevocably appoints Secured Creditor such Grantor’sattorney-in-fact, with full authority in the place and stead of such Grantorand in the name of such Grantor or otherwise, if an Event of Default exists, totake any action and to execute any instrument which Secured Creditor may deemnecessary or advisable to enforce its rights and remedies under this Agreement,including, without limitation (*provided,*Secured Creditor shall not have any duty to take any such action or execute anyinstrument):

 

(a)           to obtain and adjust insurancerequired to be paid to Secured Creditor pursuant to Section 4.6;

 

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(b)           to ask, demand, collect, sue for,recover, compromise, receive, and give acquittance and receipts for moneys dueand to become due under or in connection with the Collateral;

 

(c)           to receive, indorse, and collect anydrafts or other Instruments, Documents, and Chattel Paper, in connectiontherewith; and

 

(d)           to file any claims or take any actionor institute any proceedings which Secured Creditor may deem necessary ordesirable for the collection of any of the Collateral or otherwise to enforce compliancewith the terms and conditions of any Collateral or the rights of SecuredCreditor with respect to any of the Collateral.

 

**EACHGRANTOR HEREBY IRREVOCABLY GRANTS TO SECURED CREDITOR SUCH GRANTOR’S PROXY(EXERCISABLE IF AN EVENT OF DEFAULT EXISTS) TO VOTE ANY SECURITIES INCLUDED INTHE COLLATERAL HEREUNDER AND APPOINTS SECURED CREDITOR SUCH GRANTOR’SATTORNEY-IN-FACT (EXERCISABLE IF AN EVENT OF DEFAULT EXISTS) TO PERFORM ALLOBLIGATIONS OF SUCH GRANTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECUREDCREDITOR’S RIGHTS HEREUNDER.  THE PROXYAND EACH POWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILARPOWER NOW OR HEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING),ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE BEFORE THE RELEASE DATE.**

 

**ARTICLE VRIGHTS AND POWERS OF SECURED CREDITOR**

# ** **

5.1.          *SecuredCreditor May Perform*.  Ifany Grantor fails to perform any agreement contained herein, Secured Creditormay itself perform, or cause performance of, such agreement, and the expensesof Secured Creditor incurred in connection therewith shall be payable by suchGrantor under Section 5.7, (provided, if an Event of Default doesnot exist, Secured Creditor shall give Borrower notice before Secured Creditorperforms any such agreement of any Grantor).

 

5.2.          *SecuredCreditor’s Duties*.* *The powers conferred on SecuredCreditor hereunder are solely to protect Secured Creditor’s and Secured Parties’interest in the Collateral and shall not impose any duty upon it to exerciseany such powers.  Except for the safecustody of any Collateral in its possession and the accounting for moneysactually received by Secured Creditor and Secured Parties hereunder, neitherSecured Creditor nor any other Secured Party shall have any duty as to any Collateral,as to ascertaining or taking action with respect to calls, conversions,exchanges, maturities, tenders, or other matters relative to any Collateral,whether or not Secured Creditor or any other Secured Party has or is deemed tohave knowledge of such matters, or as to the taking of any necessary steps topreserve rights against prior parties or any other rights pertaining to anyreasonable care in the custody and preservation of any Collateral in itspossession, in each case if such Collateral is accorded treatment substantiallyequal to that which Secured Creditor accords its own property.  Except as provided in this Section 5.2or otherwise by non-waivable provisions of applicable Law, neither SecuredCreditor nor any other Secured Party shall have any duty or liability toprotect or preserve any Collateral or to preserve rights pertainingthereto.  Nothing contained in thisAgreement shall be construed as requiring or obligating Secured Creditor or anyother Secured Party, and neither Secured Creditor nor any other Secured Partyshall be required or obligated, to (a) present or file any claim or noticeor take any action, with respect to any Collateral or in connection therewithor (b) notify any Grantor of any decline in the value of any Collateral.  This Section 5.2 shall survivethe termination of this Agreement, and any satisfaction and discharge of eachGrantor by virtue of any payment, court order, or Law.

 

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5.3.          *Remedies*. If an Event of Default exists (subject to Section 5.6):

 

(a)           Secured Creditor may exercise inrespect of the Collateral, in addition to other rights and remedies providedfor herein or otherwise available to it or any other Secured Party pursuant toany applicable Laws, all the rights and remedies of a secured party on defaultunder the UCC (whether or not the UCC applies to the affected Collateral), andalso may require each Grantor to, and each Grantor will at its expense and uponrequest of Secured Creditor forthwith, assemble all or part of the Collateralas directed by Secured Creditor and make it available to Secured Creditor at aplace to be designated by Secured Creditor which is reasonably convenient toboth parties for public or private sale, at any of Secured Creditor’s officesor elsewhere, for cash, on credit or for future delivery, and upon such otherterms as are, to the extent required by non-waivable provisions of applicableLaw, commercially reasonable.  EachGrantor agrees that, to the extent notice of sale shall be required by Law, tendays’ notice to each Grantor of the time and place of any public sale or thetime after which any private sale is to be made shall constitute reasonablenotification.  Secured Creditor shall notbe obligated to make any sale of Collateral regardless of notice of sale havingbeen given.  Secured Creditor may adjournany public or private sale from time to time by announcement at the time andplace fixed therefor, and such sale may, without further notice, be made at thetime and place to which it was so adjourned.

 

(b)           All proceeds received by SecuredCreditor upon any sale of, collection of, or other realization upon, all or anypart of the Collateral shall be applied as set forth in Credit Agreement Section 8.03.

 

(c)           All payments received by each Grantorunder or in connection with any Collateral shall be received in trust for thebenefit of Secured Creditor, shall be segregated from other funds of suchGrantor, and shall be forthwith paid or delivered over to Secured Creditor inthe same form as so received (with any necessary endorsement).

 

(d)           Because of the Securities Act of1933, as amended (“*Securities Act*”),and other Laws, including without limitation state “blue sky” Laws, orcontractual restrictions or agreements, there may be legal restrictions orlimitations affecting Secured Creditor in any attempts to dispose of theCollateral and the enforcement of rights under this Agreement.  For these reasons, Secured Creditor isauthorized by each Grantor, but not obligated, if any Event of Default exists,to sell or otherwise dispose of any of the Collateral subject to such Laws oragreements at private sale, subject to an investment letter, or in any othermanner which will not require such Collateral, or any part thereof, to beregistered in accordance with the Securities Act, or any other Law.  Secured Creditor is also hereby authorized byeach Grantor, but not obligated, to take such actions, give such notices,obtain such consents, and do such other things as Secured Creditor may deemrequired or appropriate under the Securities Act or other securities Laws orother Laws or contractual restrictions or agreements in the event of a sale ordisposition of any such Collateral.  EachGrantor understands that Secured Creditor may in its discretion approach arestricted number of potential purchasers and that a sale under suchcircumstances may yield a lower price for such Collateral than would otherwisebe obtainable if same were registered and/or sold in the open market.  No sale so made in good faith by SecuredCreditor shall be deemed to be not “commercially reasonable” because somade.  Each Grantor agrees that if anEvent of Default exists, and Secured Creditor sells such Collateral or anyportion thereof at any private sale or sales, Secured Creditor shall have theright to rely upon the advice and opinion of appraisers and other Personsreasonably selected by Secured Creditor, as to the best price reasonablyobtainable upon such a private sale thereof. In the absence of bad faith, willful misconduct or gross negligence,such reliance shall be presumptive evidence that Secured Creditor and the otherSecured Parties handled such matter in a commercially reasonable manner underapplicable Law.

 

(e)           For purposes of enabling SecuredCreditor to exercise rights and remedies under this Agreement, each Grantorgrants (to the extent not otherwise prohibited by a license or other agreementor

 

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non-waivable provisionsof applicable Law with respect thereto) to Secured Creditor an irrevocable,nonexclusive license (exercisable without payment of royalty or othercompensation to any Grantor or any other Person; *provided*, that if the license granted to Secured Creditor isa sublicense, each Grantor shall be solely responsible for, and indemnifySecured Creditor against, any royalty or other compensation payable to suchGrantor’s licensor or other Person) to use all of such Grantor’s Software, andincluding in such license reasonable access to all media in which any of thelicensed items may be recorded and all related manuals.  The use of such license by Secured Creditorshall be exercised, at the option of Secured Creditor, if an Event of Defaultexists; *provided*,**that any license, sub-license, or othertransaction entered into by Secured Creditor in accordance herewith shall bebinding upon such Grantor notwithstanding any subsequent cure or waiver of anEvent of Default.

 

(f)            For the purpose of enabling SecuredCreditor to exercise rights and remedies under this Agreement, each Grantorgrants (to the extent not otherwise prohibited by a license or other agreementor non-waivable provisions of applicable Law with respect thereto) to SecuredCreditor an irrevocable, nonexclusive license (exercisable without payment ofroyalty or other compensation to any Grantor or any other Person; *provided*, that if the license granted toSecured Creditor is a sublicense, such Grantor shall be solely responsible for,and indemnify Secured Creditor and Secured Parties against, any royalty orother compensation payable to such Grantor’s licensor or other Person) to use,license, or sub-license any of the Collateral consisting of IntellectualProperty and wherever the same may be located, and including in such licensereasonable access to all media in which any of the licensed items may berecorded or stored and to all Software used for the use, compilation, orprintout thereof.  In connectiontherewith, each Grantor shall execute and deliver a commercially reasonablelicense agreement to Secured Creditor to evidence the grant of suchlicense.  The use of such license bySecured Creditor shall be exercised, at the option of Secured Creditor, if anEvent of Default exists; *provided*,**that any license, sub-license, or othertransaction entered into by Secured Creditor in accordance herewith shall bebinding upon each Grantor notwithstanding any subsequent cure or waiver of anEvent of Default.

 

5.4.          *Appointmentof Receiver or Trustee*.  Inconnection with the exercise of Secured Creditor’s rights under this Agreementor any other Loan Document, Secured Creditor may, if an Event of Defaultexists, obtain the appointment of a receiver or trustee to assume, upon receiptof any necessary judicial or other Governmental Authority consents orapprovals, control of or ownership of any Collateral.  Such receiver or trustee shall have allrights and powers provided to it by Law or by court order or provided toSecured Creditor under this Agreement or any other Loan Document.  Upon the appointment of such trustee orreceiver, each Grantor shall cooperate, to the extent necessary or appropriate,in the expeditious preparation, execution, and filing of an application to anyGovernmental Authority or for consent to the transfer of control or assignmentof such Collateral to the receiver or trustee. To the extent required by applicable Law, Secured Creditor shall provideto each Grantor notice of the request for or appointment of such receiver ortrustee.

 

5.5.          *Further Approvals Required*.

 

(a)           In connection with the exercise bySecured Creditor of rights under this Agreement that affects the disposition ofor use of any Collateral (including rights relating to the disposition of oroperation under any Permit), it may be necessary to obtain the prior consent orapproval of Governmental Authorities and other Persons to a transfer orassignment of Collateral.  Each Grantorhereby appoints (to the extent not prohibited by applicable Law) SecuredCreditor as its attorney (exercisable if an Event of Default exists), toexecute, deliver, and file on such Grantor’s behalf and in such Grantor’s name,all applications, certificates, filings, instruments, and other documents(including without limitation any application for an assignment or transfer ofcontrol or ownership) that may be necessary or appropriate, in Secured Creditor’sreasonable opinion, to obtain such consents or approvals.  If an Event of Default exists, each Grantorshall use commercially reasonable efforts (including the execution, deliveryand filing of any necessary applications, certificates, instruments and otherdocuments) to obtain the foregoing

 

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consents, waivers, andapprovals, including receipt of consents, waivers, and approvals underapplicable agreements.

 

(b)           Each Grantor acknowledges that thereis no adequate remedy at Law for failure by it to comply with the provisions ofthis Section 5.5 and that such failure would not be adequatelycompensable in damages, and therefore agrees that this Section 5.5may be specifically enforced.

 

5.6.          *Actions Requiring FCC Approval*.

 

(a)           Notwithstanding any other provisionof this Agreement, any foreclosure on, sale, transfer or other disposition of,collateral assignment of, or the exercise of any right to vote or consent withrespect to, any of the Collateral as provided herein or any other action takenor proposed to be taken by Secured Creditor hereunder which would affect theoperational, voting or other control of any Grantor that holds any FCC Licensesshall be made in accordance with the Communications Act, the terms of anyapplicable FCC Licenses and any other applicable Law.

 

(b)           If an Event of Default exists,Grantors shall take any action which Secured Creditor may reasonably request inthe exercise of its rights and remedies under this Agreement in order totransfer and assign to Secured Creditor, any Lender, or to such one or morethird parties as Secured Creditor may designate, or to a combination of theforegoing, any or all of the Collateral. To enforce the provisions of this Section, Secured Creditor isempowered to seek from the FCC and any other Licensing Authority, to the extentrequired, consent to or approval of an involuntary transfer of control of anyGrantor that holds any FCC Licenses for the purpose of seeking a bona fidepurchaser to whom control will ultimately be transferred.  Grantors hereby agree to authorize such aninvoluntary transfer of control upon the request of Secured Creditor and,without limiting any rights of Secured Creditor under this Agreement, authorizeSecured Creditor to nominate a trustee or receiver to assume control subjectonly to any required judicial, FCC and other Licensing Authority consent, ofany Collateral relating to the FCC Licenses pending and in order to effectuatethe transactions contemplated by Section 5.3.  Such trustee or receiver shall have all therights and powers as provided to it by Law, court order or to Secured Creditorunder this Agreement.  Grantors shallcooperate fully and cause each Subsidiary to cooperate fully in obtaining anyrequired consent of the FCC and the approval or consent of each other LicensingAuthority required to effectuate the foregoing. Grantors shall further use their commercially reasonable efforts toassist in obtaining any consent or approval of the FCC and any otherGovernmental Authority, if required, for any action or transactionscontemplated by this Agreement, including, without limitation, the preparation,execution and filing with the FCC of the assignor’s or transferor’s portion ofany application or applications for consent to the assignment of any or all ofGrantors’ FCC Licenses or the transfer of control necessary or appropriateunder the FCC’s rules and regulations for approval of the transfer orassignment of any of such FCC Licenses or the Collateral.

 

(c)           Grantors acknowledge that consent ofthe FCC and of each other Licensing Authority for transfer of control of theLicenses of each Grantor is integral to Secured Creditor’s realization of thevalue of the Collateral, that there is no adequate remedy at Law for failure byGrantors to comply with the provisions of this Section and thatsuch failure would not be adequately compensable in damages, and thereforeagrees that the agreements contained in this Section may bespecifically enforced.

 

(d)           Notwithstanding anything to thecontrary contained in this Agreement, Secured Creditor shall not, without firstobtaining any consent or approval of the FCC and any other applicable LicensingAuthority, exercise any rights with respect to the Collateral, or take anyaction pursuant to this Agreement which would constitute or result in anychange of control of any Grantor that holds or controls an FCC License if anysuch exercise of rights or any such change in control would require, under thenexisting Law, the prior approval of the FCC or such other Licensing Authority,or in any other manner represent a violation of the Communications Act or theFCC Regulations.

 

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(e)           Notwithstanding anything herein tothe contrary, prior to the occurrence of an Event of Default and receipt ofconsent of the FCC and any other applicable Licensing Authority to the transferof control of any Grantor that holds an FCC License, this Agreement and thetransactions contemplated hereby do not and will not constitute, create, orhave the effect of constituting or creating, directly or indirectly, actual orpractical ownership of Grantors by Secured Creditor or any Secured Party orcontrol, affirmative or negative, direct or indirect, by Secured Creditor orany Secured Party over the management or any other aspect of the operation ofGrantors, which ownership and control remain exclusively and at all times inGrantors.

 

5.7.          *INDEMNITY AND EXPENSES*.  EACH GRANTOR AGREES TO BE BOUND BY AND PERFORM THEOBLIGATIONS OF BORROWER RELATING TO SUCH GRANTOR OR ACTIONS OR OMISSIONS BYSUCH GRANTOR PURSUANT TO SECTION 10.04 OF THE CREDIT AGREEMENT.

 

**ARTICLE VIMISCELLANEOUS**

# ** **

6.1.          *Waiverof Subrogation*.  Until theRelease Date, no Grantor shall assert, enforce, or otherwise exercise (a) anyright of subrogation to any of the rights or Liens of Secured Creditor, anyother Secured Party or any Person acting for the benefit of Secured Creditor orany other Secured Party against any other Loan Party or any Collateral or othersecurity, or (b) any right of recourse, reimbursement, contribution,indemnification, or similar right against any other Loan Party on all or anypart of the Obligations or any other Loan Party, and until the date that is 90days after the Release Date, each Grantor hereby waives any and all of theforegoing rights and the benefit of, and any right to participate in, andCollateral or other security given to Secured Creditor or any other SecuredParty or any other Person acting for the benefit of Secured Creditor or anyother Secured Party, to secure payment of the Obligations.  This Section 6.1 shall survivethe termination of this Agreement, and any satisfaction and discharge of eachGrantor by virtue of any payment, court order, or Law.

 

6.2.          *CumulativeRights*.  All rights of SecuredCreditor and each other Secured Party under the Loan Documents are cumulativeof each other and of every other right which Secured Creditor and each otherSecured Party may otherwise have at Law or in equity or under any otheragreement.  The exercise of one or morerights shall not prejudice or impair the concurrent or subsequent exercise ofother rights.

 

6.3.          *Amendments;Waivers*.  No amendment orwaiver of any provision of this Agreement, and no consent to any departure byany Grantor, shall be effective unless in writing signed by Secured Creditorand each Grantor, and each such waiver or consent shall be effective only inthe specific instance and for the specific purpose for which given.  No election not to exercise, failure toexercise or delay in exercising any right, nor any course of dealing orperformance, shall operate as a waiver of any right of Secured Creditor or anyGrantor under this Agreement or applicable Laws, nor shall any single orpartial exercise of any such right preclude any other or further exercisethereof or the exercise of any other right of Secured Creditor or any Grantorunder this Agreement or applicable Laws.

 

6.4.          *ContinuingSecurity Interest; Release*. This Agreement creates a continuing security interest in the Collateraland shall (a) remain in full force and effect until the Release Date, (b) bebinding upon and enforceable by each Grantor, its successors and assigns, and (c) bebinding upon and enforceable by Secured Creditor and its successors,transferees and assigns.  Upon theoccurrence of the Release Date, this Agreement and all obligations (other thanthose expressly stated to survive such termination) of Secured Creditor andeach Grantor hereunder shall terminate, all without delivery of any instrumentor performance of any act by any party, and all rights to the Collateral shallrevert to the granting parties and Secured Creditor will, at each Grantor’sexpense, execute and deliver to each Grantor

 

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such documents (includingwithout limitation UCC termination statements) as such Grantor shall reasonablyrequest to evidence such termination and shall deliver to such Grantor anyCollateral held by Secured Creditor hereunder. If any of the Collateral or other property of a Grantor expresslyexcluded from Collateral pursuant to this Agreement is Disposed of in a transactionpermitted by the Credit Agreement, Secured Creditor will, at such Grantor’sexpense, authenticate and file any amendments to filings made pursuant to theUCC and execute and deliver to such Grantor such other documents as suchGrantor may reasonably request to evidence the release of such Collateral from(or the inapplicability to such other property of) the Lien of this Agreementand shall deliver to such Grantor any such Collateral held by Secured Creditorhereunder.  Each Grantor agrees that to theextent that Secured Creditor or any other Secured Party receives any payment orbenefit and such payment or benefit, or any part thereof, is subsequentlyinvalidated, declared to be fraudulent or preferential, set aside or isrequired to be repaid to a trustee, receiver, or any other Person under anyDebtor Relief Law, common law or equitable cause, then to the extent of suchpayment or benefit, the Obligations or part thereof intended to be satisfiedshall be revived and continued in full force and effect as if such payment orbenefit had not been made and, further, any such repayment by Secured Creditoror any other Secured Party, to the extent that Secured Creditor or any otherSecured Party did not directly receive a corresponding cash payment, shall beadded to and be additional Obligations payable upon demand by Secured Creditoror any other Secured Party and secured hereby, and, if the Lien and securityinterest, any power of attorney, proxy or license hereof shall have beenreleased, such Lien and security interest, power of attorney, proxy and licenseshall be reinstated with the same effect and priority as on the date ofexecution hereof all as if no release of such Lien or security interest, powerof attorney, proxy or license had ever occurred.  This Section 6.4 shall survivethe termination of this Agreement, and any satisfaction and discharge of eachGrantor by virtue of any payment, court order, or Law.

 

6.5.          *GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TOJURISDICTION AND SERVICE OF PROCESS*.

 

(a)           THIS AGREEMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLETO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TOTHE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER ORTHE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OFA JURISDICTION OTHER THAN NEW YORK; *PROVIDED*,THAT EACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

 

(b)           BY EXECUTION AND DELIVERY (OR, IN THECASE OF SECURED PARTIES, ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) OF THISAGREEMENT, EACH GRANTOR, SECURED CREDITOR AND EACH OTHER SECURED PARTYCONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVEJURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITYAND 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 ARISINGOUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT; EACH GRANTOR,SECURED CREDITOR AND EACH OTHER SECURED PARTY IRREVOCABLY WAIVES ANY OBJECTION,INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUMNONCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THEBRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANYLOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO; AND EACH GRANTOR, SECUREDCREDITOR AND EACH OTHER SECURED PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS,COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTEDBY THE LAW OF SUCH STATE.

 

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6.6.          *Waiverof Right to Trial by Jury*.** EACH PARTY TO THIS AGREEMENT (AND EACH SECUREDPARTY, BY ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHTTO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDERANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THEDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOANDOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOWEXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OROTHERWISE; AND EACH PARTY HERETO (AND EACH SECURED PARTY BY ACCEPTANCE OF THEBENEFITS HEREOF) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTIONOR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANYPARTY TO THIS AGREEMENT AND ANY SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART ORA COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTOF THE SIGNATORIES HERETO AND EACH SECURED PARTY TO THE WAIVER OF THEIR RIGHTTO TRIAL BY JURY.

 

6.7.          *SecuredCreditor’s Right to Use Agents*. * *Secured Creditor may exercise itsrights under this Agreement through an agent or other designee.

 

6.8.          *NoInterference, Compensation or Expense*.  Secured Creditor may exercise its rightsunder this Agreement (a) without resistance or interference by any Grantorand (b) without payment of any rent, license fee, or compensation of anykind to any Grantor.

 

6.9.          *Waiversof Rights Inhibiting Enforcement*. Each**Grantor waives (a) anyclaim that, as to any part of the Collateral, a private sale, should SecuredCreditor elect so to proceed, is, in and of itself, not a commerciallyreasonable method of sale for such Collateral, (b) except as otherwiseprovided in this Agreement, **TO THE FULLESTEXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING INCONNECTION WITH  SECURED CREDITOR’SDISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE ANDHEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT SUCHGRANTOR WOULD OTHERWISE HAVE UNDER ANY LAW AND ALL OTHER REQUIREMENTS AS TO THETIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THEENFORCEMENT OF SECURED CREDITOR’S RIGHTS HEREUNDER** and (c) allrights of redemption, appraisement or valuation.

 

6.10.        *ObligationsNot Affected*.  To the fullestextent not prohibited by applicable Laws, the obligations of each Grantor underthis Agreement shall remain in full force and effect without regard to, andshall not be impaired or affected by:

 

(a)           any amendment, addition, orsupplement to, or restatement of any Loan Document, Secured Hedge Agreement orany instrument delivered in connection therewith or any assignment or transferthereof;

 

(b)           any exercise, non-exercise, or waiverby Secured Creditor or any other Secured Party of any right, remedy, power, orprivilege under or in respect of, or any release of any guaranty, anycollateral, or the Collateral or any part thereof provided pursuant to, thisAgreement, any Loan Document or any Secured Hedge Agreement;

 

(c)           any waiver, consent, extension,indulgence, or other action or inaction in respect of this Agreement, any otherLoan Document or any Secured Hedge Agreement or any assignment or transfer ofany thereof;

 

21

----

 

(d)           any bankruptcy, insolvency,reorganization, arrangement, readjustment, composition, liquidation, or thelike of any Loan Party or any other Person, whether or not any Grantor shallhave notice or knowledge of any of the foregoing; or

 

(e)           any other event (other than paymentin full) which may give a Grantor or any other Loan Party a defense to, or adischarge of, any of its obligations under any Loan Document or any SecuredHedge Agreement.

 

6.11.        *Noticesand Deliveries*.  All noticesand other communications provided for herein shall be effectuated (a) inthe case of notice to Secured Creditor, in the manner provided for in theCredit Agreement, and (b) in the case of notices to a Grantor, in themanner provided for in the Credit Agreement. Each Grantor appoints Borrower such Grantor’s agent, and Borrower shallact as agent for each other Grantor, for receipt of notices and othercommunications pursuant to the Loan Documents.

 

6.12.        *Severability*.  If any provision of this Agreement is held tobe illegal, invalid, or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Agreement and the other LoanDocuments shall not be affected or impaired thereby and (b) the partiesshall endeavor in good faith negotiations to replace the illegal, invalid orunenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid or unenforceableprovisions.  The invalidity of aprovision in a particular jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

 

6.13.        *Successorsand Assigns*.  The provisionsof this Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns (including, as to eachGrantor, all Persons who may become bound as a debtor or a new debtor to thisAgreement); *provided*, no Grantormay assign any of its rights or obligations under this Agreement.

 

6.14.        *Counterparts*.  This Agreement may be executed in any numberof counterparts (and by different parties hereto in different counterparts),each of which shall constitute an original, but all of which when takentogether shall constitute a single contract.

 

6.15.        *AdditionalGrantors*.  Any Person who wasnot a “Grantor” under this Agreement at the time of initial execution hereofshall become a “Grantor” hereunder if required pursuant to the terms of theLoan Documents by executing and delivering to Secured Creditor a Joinder.  Such Person shall also deliver such items toSecured Creditor in connection with the execution of such Joinder as requiredby the terms of the Loan Documents and this Agreement.  Any such Person shall thereafter be deemed a“Grantor” for all purposes under this Agreement.

 

6.16.        *Time*.  Each Grantor agrees that time is of theessence of this Agreement.

 

6.17.        ***ENTIRE AGREEMENT*. THIS AGREEMENT AND EACH RELATED AGREEMENT REPRESENT THE FINAL AGREEMENTAMONG 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 AMONGTHE PARTIES.**

 

THEREMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

 

22

----

 

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed and delivered bytheir respective duly authorized officers as of the date first above written.

 
|       | **GRANTORS:**                          |
|------------|----------------------------------------|
|       | ** **                             |
|       | **ENTERCOM RADIO, LLC**                |
|       | ** **                             |
|       | ** **                             |
| ** ** | By:                                    | ** ** |
|       | Print Name:                            |   |
|       | Print Title:                           |   |
|       |                                   |
|       | **ENTERCOM COMMUNICATIONS CORP.**      |
|       | ** **                             |
|       | ** **                             |
| ** ** | By:                                    | ** ** |
|       | Print Name:                            |   |
|       | Print Title:                           |   |
|       |                                   |
|       | **DELAWARE  EQUIPMENT HOLDINGS, LLC**  |
|       | **ENTERCOM  AUSTIN LICENSE, LLC**      |
|       | **ENTERCOM AUSTIN, LLC**               |
|       | **ENTERCOM BOSTON 1 TRUST**            |
|       | **ENTERCOM BOSTON LICENSE, LLC**       |
|       | **ENTERCOM BOSTON, LLC**               |
|       | **ENTERCOM BUFFALO LICENSE, LLC**      |
|       | **ENTERCOM BUFFALO, LLC**              |
|       | **ENTERCOM CAPITAL, INC.**             |
|       | **ENTERCOM DENVER LICENSE, LLC**       |
|       | **ENTERCOM DENVER, LLC**               |
|       | **ENTERCOM GAINESVILLE LICENSE, LLC**  |
|       | **ENTERCOM GAINESVILLE, LLC**          |
|       | **ENTERCOM GREENSBORO LICENSE, LLC**   |
|       | **ENTERCOM GREENSBORO, LLC**           |
|       | **ENTERCOM GREENVILLE LICENSE, LLC**   |
|       | **ENTERCOM GREENVILLE, LLC**           |
|       | **ENTERCOM INDIANAPOLIS LICENSE, LLC** |
|       | **ENTERCOM INDIANAPOLIS, LLC**         |
|       | **ENTERCOM KANSAS CITY LICENSE, LLC**  |
|       | **ENTERCOM KANSAS CITY, LLC**          |
|       | **ENTERCOM MADISON LICENSE, LLC**      |
|       | **ENTERCOM MADISON, LLC**              |
|       | **ENTERCOM MEMPHIS LICENSE, LLC**      |
|       | **ENTERCOM MEMPHIS, LLC**              |
|       | **ENTERCOM MILWAUKEE LICENSE, LLC**    |
|       | **ENTERCOM MILWAUKEE, LLC**            |
|       | **ENTERCOM  NEW ORLEANS LICENSE, LLC** |
|       | **ENTERCOM  NEW ORLEANS, LLC**         |
|       | **ENTERCOM  NEW YORK, INC.**           |
|       | **ENTERCOM  NORFOLK LICENSE, LLC**     |
|       | **ENTERCOM  NORFOLK, LLC**             |

 

Security Agreement — *Signature Page*

 

----

 
|       | **ENTERCOM  PORTLAND LICENSE, LLC**      |
|------------|------------------------------------------|
|       | **ENTERCOM  PORTLAND, LLC**              |
|       | **ENTERCOM  PROPERTIES, LLC**            |
|       | **ENTERCOM  PROVIDENCE LICENSE, LLC**    |
|       | **ENTERCOM  PROVIDENCE, LLC**            |
|       | **ENTERCOM  ROCHESTER LICENSE, LLC**     |
|       | **ENTERCOM ROCHESTER, LLC**              |
|       | **ENTERCOM SACRAMENTO LICENSE, LLC**     |
|       | **ENTERCOM SACRAMENTO, LLC**             |
|       | **ENTERCOM SAN FRANCISCO LICENSE, LLC**  |
|       | **ENTERCOM  SAN FRANCISCO, LLC**         |
|       | **ENTERCOM  SEATTLE LICENSE, LLC**       |
|       | **ENTERCOM  SEATTLE, LLC**               |
|       | **ENTERCOM  SPRINGFIELD LICENSE, LLC**   |
|       | **ENTERCOM  SPRINGFIELD, LLC**           |
|       | **ENTERCOM  WICHITA LICENSE, LLC**       |
|       | **ENTERCOM  WICHITA, LLC**               |
|       | **ENTERCOM  WILKES-BARRE SCRANTON, LLC** |
|       | ** **                               |
|       | ** **                               |
| ** ** | By:                                      | ** ** |
|       | Print Name:                              |   |
|       | Print Title:                             |   |
|       | ** **                               |
|       | **ENTERCOM  INCORPORATED**               |
|       | ** **                               |
|       | ** **                               |
| ** ** | By:                                      | ** ** |
|       | Print Name:                              |   |
|       | Print Title:                             |   |

 

Security Agreement — *Signature Page*

 

----

 
|       | **SECURED  CREDITOR:**                      |
|------------|---------------------------------------------|
|       | ** **                                  |
|       | BANK OF AMERICA, N.A., as  Secured Creditor |
|       | and Administrative Agent                    |
|       | ** **                                  |
|       | ** **                                  |
| ** ** | By:                                         | ** ** |
|       | Print Name:                                 |   |
|       | Print Title:                                |   |

 

Security Agreement — *Signature Page*

 

----

 

**SCHEDULE 1**

** **

**ORGANIZATION AND NAMES**

 
| **Name**                          | ** ** | **Entity Type**         | ** ** | **Jurisdiction of  Organization** | ** ** | **Federal Tax ID  Number** | ** ** | **Organizational ID  Number** |
|-----------------------------------|------------|------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|------------------------------------|
| ** **                        | ** ** | ** **                   | ** ** | ** **                             | ** ** | ** **                           | ** ** | ** **                         |
| Entercom Communications Corp.     |       | Corporation                  |       | Pennsylvania                           |       | 23-1701044                           |       | 111474                             |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Radio, LLC               |       | Limited Liability Company    |       | Delaware                               |       | 23-3017800                           |       | 3099785                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Delaware Equipment Holdings, LLC  |       | Limited Liability Company    |       | Delaware                               |       | 23-3027897                           |       | 3133348                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Austin License, LLC      |       | Limited Liability Company    |       | Delaware                               |       | 20-5421646                           |       | 4208837                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Austin, LLC              |       | Limited Liability Company    |       | Delaware                               |       | 20-5421536                           |       | 4208834                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Boston License,  L.L.C.  |       | Limited Liability Company    |       | Delaware                               |       | 23-2975661                           |       | 2935577                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Boston, LLC              |       | Limited Liability Company    |       | Delaware                               |       | 23-2975771                           |       | 2942101                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Boston 1 Trust           |       | Massachusetts Business Trust |       | Massachusetts                          |       | 52-2121927                           |       | T00632042                          |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Buffalo License, LLC     |       | Limited Liability Company    |       | Delaware                               |       | 16-1573524                           |       | 3089519                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Buffalo, LLC             |       | Limited Liability Company    |       | Delaware                               |       | 16-1574853                           |       | 3094744                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Capital, Inc.       |       | Corporation                  |       | Delaware                               |       | 01-0589645                           |       | 3489174                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Denver License, LLC      |       | Limited Liability Company    |       | Delaware                               |       | 80-0017728                           |       | 3473579                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Denver, LLC              |       | Limited Liability Company    |       | Delaware                               |       | 80-0617731                           |       | 3473578                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Gainesville License, LLC |       | Limited Liability Company    |       | Delaware                               |       | 23-3008199                           |       | 3060380                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Gainesville, LLC         |       | Limited Liability Company    |       | Delaware                               |       | 23-2988465                           |       | 2995293                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Greensboro License, LLC  |       | Limited Liability Company    |       | Delaware                               |       | 23-3014529                           |       | 3089522                            |
|                              |       |                         |       |                                   |       |                                 |       |                               |
| Entercom Greensboro, LLC          |       | Limited Liability Company    |       | Delaware                               |       | 23-3017788                           |       | 3094736                            |

 

Schedule 1 – Solo Page

 

----

 
| **Name**                           | ** ** | **Entity Type**      | ** ** | **Jurisdiction of  Organization** | ** ** | **Federal Tax ID  Number** | ** ** | **Organizational ID  Number** |
|------------------------------------|------------|---------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|------------------------------------|
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Greenville License, LLC   |       | Limited Liability Company |       | Delaware                               |       | 23-3014530                           |       | 3089518                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Greenville, LLC           |       | Limited Liability Company |       | Delaware                               |       | 23-3017789                           |       | 3094737                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Incorporated              |       | Corporation               |       | Delaware                               |       | 51-0394052                           |       | 3120022                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Indianapolis License, LLC |       | Limited Liability Company |       | Delaware                               |       | 20-1041632                           |       | 3792226                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Indianapolis, LLC         |       | Limited Liability Company |       | Delaware                               |       | 20-1041594                           |       | 3792225                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Kansas City License, LLC  |       | Limited Liability Company |       | Delaware                               |       | 23-3027894                           |       | 3139832                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Kansas City, LLC          |       | Limited Liability Company |       | Delaware                               |       | 23-2988463                           |       | 2995291                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Madison License, LLC      |       | Limited Liability Company |       | Delaware                               |       | 23-3051018                           |       | 3228219                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Madison, LLC              |       | Limited Liability Company |       | Delaware                               |       | 23-3051015                           |       | 3228218                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Memphis License, LLC      |       | Limited Liability Company |       | Delaware                               |       | 23-3014531                           |       | 3089521                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Memphis, LLC              |       | Limited Liability Company |       | Delaware                               |       | 23-3017792                           |       | 3094740                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Milwaukee License, LLC    |       | Limited Liability Company |       | Delaware                               |       | 23-3014532                           |       | 3089516                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Milwaukee, LLC            |       | Limited Liability Company |       | Delaware                               |       | 23-3017793                           |       | 3094739                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom New Orleans License, LLC  |       | Limited Liability Company |       | Delaware                               |       | 23-3014533                           |       | 3089517                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom New Orleans, LLC          |       | Limited Liability Company |       | Delaware                               |       | 23-3017794                           |       | 3094738                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom New York, Inc.       |       | Corporation               |       | New York                               |       | 16-1545221                           |       | N/A                                |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Norfolk License, LLC      |       | Limited Liability Company |       | Delaware                               |       | 23-3014534                           |       | 3089515                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Norfolk, LLC              |       | Limited Liability Company |       | Delaware                               |       | 23-3017796                           |       | 3094742                            |
|                               |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Portland License, LLC     |       | Limited Liability Company |       | Delaware                               |       | 23-2969295                           |       | 3218087                            |

 

----

 
| **Name**                            | ** ** | **Entity Type**      | ** ** | **Jurisdiction of  Organization** | ** ** | **Federal Tax ID  Number** | ** ** | **Organizational ID  Number** |
|-------------------------------------|------------|---------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|------------------------------------|
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Portland, LLC              |       | Limited Liability Company |       | Delaware                               |       | 23-2955467                           |       | 3218092                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Properties, LLC            |       | Limited Liability Company |       | Delaware                               |       | 27-0761268                           |       | 4721801                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Providence License, LLC    |       | Limited Liability Company |       | Delaware                               |       | 20-0841789                           |       | 3774244                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Providence, LLC            |       | Limited Liability Company |       | Delaware                               |       | 20-0841746                           |       | 3774247                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Rochester License, LLC     |       | Limited Liability Company |       | Delaware                               |       | 16-1578604                           |       | 3139830                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Rochester, LLC             |       | Limited Liability Company |       | Delaware                               |       | 16-1578603                           |       | 3139824                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Sacramento License, LLC    |       | Limited Liability Company |       | Delaware                               |       | 23-3027892                           |       | 3139833                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Sacramento, LLC            |       | Limited Liability Company |       | Delaware                               |       | 23-2988461                           |       | 2995283                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom San Francisco License, LLC |       | Limited Liability Company |       | Delaware                               |       | 20-8251669                           |       | 4286601                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom San Francisco, LLC         |       | Limited Liability Company |       | Delaware                               |       | 20-8251562                           |       | 4286598                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Seattle License, LLC       |       | Limited Liability Company |       | Delaware                               |       | 23-3007870                           |       | 3060372                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Seattle, LLC               |       | Limited Liability Company |       | Delaware                               |       | 23-2988459                           |       | 2995281                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Springfield License, LLC   |       | Limited Liability Company |       | Delaware                               |       | 20-4276119                           |       | 4107739                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Springfield, LLC           |       | Limited Liability Company |       | Delaware                               |       | 20-4276038                           |       | 4107708                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Wichita License, LLC       |       | Limited Liability Company |       | Delaware                               |       | 23-3027896                           |       | 3132700                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Wichita, LLC               |       | Limited Liability Company |       | Delaware                               |       | 23-3027895                           |       | 3132699                            |
|                                |       |                      |       |                                   |       |                                 |       |                               |
| Entercom Wilkes-Barre Scranton, LLC |       | Limited Liability Company |       | Delaware                               |       | 23-3014535                           |       | 3089520                            |

 

----

 

**EXHIBIT A**

**Security Agreement Joinder**

 

Exhibit A – Cover Page

 

----

** **

**SECURITY AGREEMENT JOINDERNO.**

** **

This SECURITY AGREEMENT JOINDER NO.                (this “*Joinder*”) dated as of                              ,to the Security Agreement dated as of March       ,2010 (such agreement, together will all amendments and restatements andJoinders, the “*Security Agreement*”), among theinitial signatories thereto and each other Person who from time to timethereafter became a party thereto pursuant to Section 6.15 thereof(each, individually, a “*Grantor*” andcollectively, the “*Grantors*”), infavor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “*Secured Creditor*”), for its benefit and the benefit of eachSecured Party.

 

**BACKGROUND.**

** **

Capitalized terms not otherwise defined herein havethe meaning specified in the Security Agreement.  The Security Agreement provides thatadditional parties may become Grantors under the Security Agreement byexecution and delivery of this form of Joinder. Pursuant to the provisions of Section 6.15 of the SecurityAgreement, the undersigned is becoming a Grantor under the SecurityAgreement.  The undersigned desires tobecome a Grantor under the Security Agreement in order to induce SecuredParties to continue to make and maintain financial accommodations under theLoan Documents and Secured Hedge Agreements.

 

**AGREEMENT.**

** **

NOW, THEREFORE, in consideration of the premises setforth herein and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and in order to induce SecuredParties to continue to make and maintain financial accommodations under theLoan Documents and Secured Hedge Agreements, the undersigned hereby agrees withSecured Creditor, for its benefit and the benefit of Secured Parties, asfollows:

 

1.             *Joinder*.  Inaccordance with the Security Agreement, the undersigned hereby becomes aGrantor under the Security Agreement with the same force and effect as if itwere an original signatory thereto as a Grantor and the undersigned hereby (a) agreesto all the terms and provisions of the Security Agreement applicable to it as aGrantor thereunder and (b) represents and warrants that therepresentations and warranties made by it as a Grantor thereunder are true andcorrect on and as of the date hereof. Each reference to a “Grantor” in the Security Agreement shall be deemedto include the undersigned.

 

2.             *Assignment and Grant of Security Interest*. As security forthe payment and performance, as the case may be, in full of the Obligations,the undersigned hereby grants to Secured Creditor, for it and the benefit ofSecured Parties, a security interest in the entire right, title, and interestof the undersigned in and to all Collateral, whether now or hereafter existing,owned, arising or acquired.

 

3.             *Representations and Warranties*.  On and as of the date hereof, the undersignedmakes each representation and warranty set forth in Article III ofthe Security Agreement to the same extent as each other Grantor.

 

4.             *Notices*.   Allcommunications and notices hereunder shall be in writing and given as providedin Section 6.11 of the Security Agreement.

 

5.             *Governing Law*.  THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADEAND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO THE EXTENT THEVALIDITY OR PERFECTION OF THE SECURITY INTERESTS 

 

1

----

 

HEREUNDER OR THE REMEDIESHEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF AJURISDICTION OTHER THAN NEW YORK; *PROVIDED*, THATEACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

 

6.             *Full Force of Security Agreement*.  Except as expressly supplemented hereby, theSecurity Agreement remains in full force and effect in accordance with itsterms.

 

7.             *Schedule*.  Schedule 1to the Security Agreement shall be supplemented by the addition of Schedule 1attached hereto as to the undersigned.

 

8.             *Severability*.  If anyprovision of this Joinder is held to be illegal, invalid, or unenforceableunder present or future Laws during the term thereof, such provision shall befully severable, this Joinder shall be construed and enforced as if suchillegal, invalid, or unenforceable provision had never comprised a part hereof,and the remaining provisions hereof shall remain in full force and effect andshall not be affected by the illegal, invalid, or unenforceable provision or byits severance herefrom.  Furthermore, *in lieu* of such illegal, invalid, or unenforceable provisionthere shall be added automatically as a part of this Joinder a legal, valid,and enforceable provision as similar in terms to the illegal, invalid, orunenforceable provision as may be possible.

 

9.             *Counterparts*.  ThisJoinder may be executed in any number of counterparts (and by different partieshereto in different counterparts), each of which shall constitute an original,but all of which when taken together shall constitute a single contract.

 

10.           ***ENTIRE AGREEMENT*.  THIS JOINDER AND EACH RELATED AGREEMENTREPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

THE REMAINDER OF THIS PAGEIS INTENTIONALLY LEFT BLANK.

 

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**IN WITNESS WHEREOF**, the undersigned has caused this Joinder to be dulyexecuted and delivered by its officer thereunto duly authorized as of the datefirst above written.

 
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JoinderAgreement (Security Agreement) – *Signature Page*

 

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| ACCEPTED  BY:                                                         |   |
|-----------------------------------------------------------------------|--------|
|                                                                  |   |
| BANK  OF AMERICA, N.A., as Secured Creditor  and Administrative Agent |   |
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| By:                                                                   |   |   |
| Print  Name:                                                          |   |   |
| Print  Title:                                                         |   |   |

 

JoinderAgreement (Security Agreement) – *Signature Page*

 

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** **

**SCHEDULE1**

** **

**ORGANIZATION AND NAMES**

 
| **Name** | ** ** | **Entity  Type** | ** ** | **Jurisdiction of  Organization** | ** ** | **Federal Tax ID  Number** | ** ** | **Organizational ID  Number** | ** ** |
|----------|------------|------------------|------------|-----------------------------------|------------|----------------------------|------------|-------------------------------|------------|
|     |       |             |       |                              |       |                       |       |                          |       |
|     |       |             |       |                              |       |                       |       |                          |       |
|     |       |             |       |                              |       |                       |       |                          |       |

 

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**Schedule 7.03(a)**

 

Entercom Properties, LLC (“**EPLLC**”) has$12,610,000 in debt arising from the sale of certain tower assets, which saledid not qualify as a “sale” for accounting purposes because EPLLC’s ability toshare in future profits relating to such tower assets is considered acontinuing involvement under accounting guidance.  As a result, EPLLC is required to deem suchsale proceeds as “debt” and classify the transaction as “financing” until theexpiration or other termination of the continuing involvement.

 

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