Exhibit 10.01


 




 





Published CUSIP Number:
                            


 


FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of August 12, 2004


 


among


 


 


ENTERCOM RADIO, LLC


as the Borrower,


 


 


ENTERCOM
COMMUNICATIONS CORP.,

as the Parent,


 


 


KEYBANK NATIONAL
ASSOCIATION

as Administrative Agent and L/C Issuer,


 


 


BANK OF AMERICA, N.A.

as Syndication Agent


 


 


HARRIS NESBITT

JPMORGAN CHASE BANK

SUNTRUST BANK

as Co-Documentation Agents


 


 


and


 


The Other Lenders Party Hereto


 


 


BANC OF AMERICA
SECURITIES LLC,

as Joint Lead Arranger and Joint Book Manager


 


J.P. MORGAN
SECURITIES INC.,

as Joint Lead Arranger and Joint Book Manager




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I. 
  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  
	
   

  	
  1.01

  	
  Defined
  Terms

  	
   

  
	
   

  	
  1.02

  	
  Other Interpretive Provisions

  	
   

  
	
   

  	
  1.03

  	
  Accounting
  Terms. 

  	
   

  
	
   

  	
  1.04

  	
  Rounding
  

  	
   

  
	
   

  	
  1.05

  	
  Times
  of Day

  	
   

  
	
   

  	
  1.06

  	
  Letter of Credit Amounts 

  	
   

  
	
  ARTICLE II.  THE COMMITMENTS AND CREDIT EXTENSIONS

  	
   

  
	
   

  	
  2.01

  	
  Committed
  Loans

  	
   

  
	
   

  	
  2.02

  	
  Borrowings, Conversions and Continuations of
  Committed Loans. 

  	
   

  
	
   

  	
  2.03

  	
  Letters of Credit.

  	
   

  
	
   

  	
  2.04

  	
  Prepayments.

  	
   

  
	
   

  	
  2.05

  	
  Termination or Reduction of Commitments

  	
   

  
	
   

  	
  2.06

  	
  Repayment of Obligations  

  	
   

  
	
   

  	
  2.07

  	
  Interest.

  	
   

  
	
   

  	
  2.08

  	
  Fees

  	
   

  
	
   

  	
  2.09

  	
  Computation of Interest and Fees

  	
   

  
	
   

  	
  2.10

  	
  Evidence
  of Debt. 

  	
   

  
	
   

  	
  2.11

  	
  Payments Generally; Administrative Agent's
  Clawback. 

  	
   

  
	
   

  	
  2.12

  	
  Sharing of Payments by Lenders

  	
   

  
	
   

  	
  2.13

  	
  Incremental Facility.

  	
   

  
	
  ARTICLE III.  TAXES, YIELD PROTECTION AND ILLEGALITY 

  	
   

  
	
   

  	
  3.01

  	
  Taxes.

  	
   

  
	
   

  	
  3.02

  	
  Illegality

  	
   

  
	
   

  	
  3.03

  	
  Inability to Determine Rates

  	
   

  
	
   

  	
  3.04

  	
  Increased Costs; Reserves on Eurodollar
  Rate Loans.  

  	
   

  
	
   

  	
  3.05

  	
  Compensation for Losses

  	
   

  
	
   

  	
  3.06

  	
  Mitigation Obligations; Replacement of
  Lenders.

  	
   

  
	
   

  	
  3.07

  	
  Survival
  

  	
   

  
	
  ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
   

  
	
   

  	
  4.01

  	
  Conditions of Initial Credit Extension

  	
   

  
	
   

  	
  4.02

  	
  Conditions to all Credit Extensions

  	
   

  
	
  ARTICLE V. 
  REPRESENTATIONS AND WARRANTIES 
  

  	
   

  
	
   

  	
  5.01

  	
  Existence, Qualification and Power;
  Compliance with Laws

  	
   

  
	
   

  	
  5.02

  	
  Authorization; No Contravention

  	
   

  
	
   

  	
  5.03

  	
  Governmental Authorization; Other
  Consents  

  	
   

  
	
   

  	
  5.04

  	
  Binding
  Effect

  	
   

  
	
   

  	
  5.05

  	
  Financial Statements; No Material Adverse
  Effect.

  	
   

  
	
   

  	
  5.06

  	
  Litigation

  	
   

  



 


i

















 


	
   

  	
  5.07

  	
  No
  Default

  	
   

  
	
   

  	
  5.08

  	
  Ownership of Property; Liens

  	
   

  
	
   

  	
  5.09

  	
  Environmental Compliance  

  	
   

  
	
   

  	
  5.10

  	
  Insurance

  	
   

  
	
   

  	
  5.11

  	
  Taxes

  	
   

  
	
   

  	
  5.12

  	
  ERISA
  Compliance. 

  	
   

  
	
   

  	
  5.13

  	
  Subsidiaries; Equity Interests

  	
   

  
	
   

  	
  5.14

  	
  Margin Regulations; Investment Company Act;
  Public Utility Holding Company Act.59

  	
   

  
	
   

  	
  5.15

  	
  Disclosure

  	
   

  
	
   

  	
  5.16

  	
  Compliance with Laws

  	
   

  
	
   

  	
  5.17

  	
  License Subsidiaries

  	
   

  
	
   

  	
  5.18

  	
  The
  Parent.

  	
   

  
	
   

  	
  5.19

  	
  Solvent  

  	
   

  
	
  ARTICLE VI.  AFFIRMATIVE COVENANTS  

  	
   

  
	
   

  	
  6.01

  	
  Financial Statements

  	
   

  
	
   

  	
  6.02

  	
  Certificates; Other Information

  	
   

  
	
   

  	
  6.03

  	
  Notices
  

  	
   

  
	
   

  	
  6.04

  	
  Payment of Certain Obligations

  	
   

  
	
   

  	
  6.05

  	
  Preservation of Existence, Etc

  	
   

  
	
   

  	
  6.06

  	
  Maintenance of Properties 

  	
   

  
	
   

  	
  6.07

  	
  Maintenance of Insurance  

  	
   

  
	
   

  	
  6.08

  	
  Compliance with Laws

  	
   

  
	
   

  	
  6.09

  	
  Books
  and Records 

  	
   

  
	
   

  	
  6.10

  	
  Inspection
  Rights 

  	
   

  
	
   

  	
  6.11

  	
  Use
  of Proceeds

  	
   

  
	
   

  	
  6.12

  	
  Additional Guarantors

  	
   

  
	
   

  	
  6.13

  	
  FCC
  Consents

  	
   

  
	
   

  	
  6.14

  	
  Collateral

  	
   

  
	
   

  	
  6.15

  	
  Swap
  Contracts

  	
   

  
	
  ARTICLE VII.  NEGATIVE COVENANTS

  	
   

  
	
   

  	
  7.01

  	
  Liens

  	
   

  
	
   

  	
  7.02

  	
  Investments

  	
   

  
	
   

  	
  7.03

  	
  Indebtedness

  	
   

  
	
   

  	
  7.04

  	
  Fundamental Changes

  	
   

  
	
   

  	
  7.05

  	
  Dispositions

  	
   

  
	
   

  	
  7.06

  	
  Restricted Payments

  	
   

  
	
   

  	
  7.07

  	
  Acquisitions

  	
   

  
	
   

  	
  7.08

  	
  Change in Nature of Business

  	
   

  
	
   

  	
  7.09

  	
  Transactions with Affiliates

  	
   

  
	
   

  	
  7.10

  	
  Negative Pledge Clauses

  	
   

  
	
   

  	
  7.11

  	
  Use
  of Proceeds

  	
   

  
	
   

  	
  7.12

  	
  Amendment of Material Documents and
  Agreements

  	
   

  
	
   

  	
  7.13

  	
  Financial Covenants.

  	
   

  
	
   

  	
  7.14

  	
  License Subsidiaries

  	
   

  
	
   

  	
  7.15

  	
  Senior Subordinated Notes.

  	
   

  



 


ii

















 


	
   

  	
  7.16

  	
  Sale and Leaseback Transactions

  	
   

  
	
  ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  	
  8.01

  	
  Events
  of Default 

  	
   

  
	
   

  	
  8.02

  	
  Remedies Upon Event of Default

  	
   

  
	
   

  	
  8.03

  	
  Application of Funds

  	
   

  
	
  ARTICLE IX.  ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
  9.01

  	
  Appointment and Authority 

  	
   

  
	
   

  	
  9.02

  	
  Rights as a Lender

  	
   

  
	
   

  	
  9.03

  	
  Exculpatory Provisions

  	
   

  
	
   

  	
  9.04

  	
  Reliance by Agents.

  	
   

  
	
   

  	
  9.05

  	
  Delegation of Duties

  	
   

  
	
   

  	
  9.06

  	
  Resignation of Administrative Agent

  	
   

  
	
   

  	
  9.07

  	
  Non-Reliance on Agents and Other Lenders

  	
   

  
	
   

  	
  9.08

  	
  No Other Duties, Etc

  	
   

  
	
   

  	
  9.09

  	
  Administrative Agent May File Proofs of
  Claim

  	
   

  
	
   

  	
  9.10

  	
  Collateral and Guaranty Matters

  	
   

  
	
  ARTICLE X.  MISCELLANEOUS  

  	
   

  
	
   

  	
  10.01

  	
  Amendments,
  Etc

  	
   

  
	
   

  	
  10.02

  	
  Notices; Effectiveness; Electronic
  Communication.

  	
   

  
	
   

  	
  10.03

  	
  No Waiver; Cumulative Remedies

  	
   

  
	
   

  	
  10.04

  	
  Expenses; Indemnity; Damage Waiver.

  	
   

  
	
   

  	
  10.05

  	
  Payments Set Aside

  	
   

  
	
   

  	
  10.06

  	
  Successors and Assigns.

  	
   

  
	
   

  	
  10.07

  	
  Treatment of Certain Information;
  Confidentiality

  	
   

  
	
   

  	
  10.08

  	
  Right
  of Setoff

  	
   

  
	
   

  	
  10.09

  	
  Interest Rate Limitation  

  	
   

  
	
   

  	
  10.10

  	
  Counterparts; Integration; Effectiveness

  	
   

  
	
   

  	
  10.11

  	
  Survival of Representations and
  Warranties  

  	
   

  
	
   

  	
  10.12

  	
  Severability

  	
   

  
	
   

  	
  10.13

  	
  Replacement of Lenders

  	
   

  
	
   

  	
  10.14

  	
  Governing Law; Jurisdiction; Etc.  

  	
   

  
	
   

  	
  10.15

  	
  Waiver of Jury Trial

  	
   

  
	
   

  	
  10.16

  	
  FCC
  Compliance.

  	
   

  
	
   

  	
  10.17

  	
  USA PATRIOT Act Notice

  	
   

  
	
   

  	
  10.18

  	
  Time of the Essence

  	
   

  
	
   

  	
  10.19

  	
  Designation as Senior Indebtedness 

  	
   

  
	
   

  	
  10.20

  	
  Amendment, Restatement, Increase, Extension
  Renewal and Increase in Uncommitted Option 
  

  	
   

  
	
   

  	
  10.21

  	
  Commitment
  Letter 

  	
   

  
	
   

  	
  10.22

  	
  ENTIRE
  AGREEMENT  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  



 


iii

















 


	
  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

  
	
  5.17

  	
  Excluded FCC Licenses

  
	
  7.01

  	
  Existing Liens

  
	
  7.03

  	
  Existing Indebtedness

  
	
  10.02

  	
  Administrative Agent’s Office, Certain
  Addresses for Notices

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
   

  	
  Form of

  
	
   

  	
   

  
	
  A

  	
  Committed Loan Notice

  
	
  B

  	
  Note

  
	
  C

  	
  Compliance Certificate

  
	
  D

  	
  Assignment and Assumption

  
	
  E

  	
  Guaranty

  



 


iv

















 


ENTERCOM RADIO, LLC


 


$800,000,000 SENIOR SECURED CREDIT FACILITY

$500,000,000 UNCOMMITTED INCREASE OPTION


 


FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST AMENDED AND RESTATED CREDIT
AGREEMENT (“Agreement”) is entered into as of August 12, 2004,
among Entercom Radio, LLC, a Delaware limited liability company (the “Borrower”),
Entercom Communications Corp., a Pennsylvania corporation (the “Parent”),
each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”),
as Administrative Agent and L/C Issuer, BANK OF AMERICA, N.A. (“Bank of
America”), as Syndication Agent and HARRIS NESBITT, JPMORGAN CHASE BANK and
SUNTRUST BANK, as Co-Documentation Agents.


 


The Borrower has requested that the Lenders
amend and restate the existing credit facility into a revolving credit
facility, replacing certain of the Lenders, and the Lenders are willing to do
so on the terms and conditions set forth herein.


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquisition” means (whether by
purchase, exchange, issuance of stock or other equity or debt securities,
merger, reorganization or any other method) (i) any consummated
acquisition by the Parent, the Borrower or any of their Subsidiaries of any
other Person, which Person shall then become consolidated with the Parent, the
Borrower or any such Subsidiary in accordance with GAAP, or (ii) any
acquisition by the Parent, the Borrower or any of their Subsidiaries of a
Station, other business unit or all or any substantial amount of the assets of
any other Person.  For purposes of the
preceding sentence, an amount of assets shall be deemed to be “substantial” if
such assets have a fair market value in excess of $1,000,000; provided,
however, that the purchase of equipment and other goods and services in the
ordinary course of business shall not be deemed to be “Acquisitions”.


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


“Agreement” means this Credit
Agreement.


 


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


 


“Applicable Rate” means the following
percentages per annum, based upon the Consolidated Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 6.02(a):


 


Applicable
Rate


 


	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar Rate

  and

  Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
  1

  	
   

  	
  £ 2.00 to 1

  	
   

  	
  0.200

  	
  %

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  >2.00:1 but £ 3.50:1

  	
   

  	
  0.250

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  >3.50:1 but £ 4.00:1

  	
   

  	
  0.300

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  >4.00:1 but £ 4.50:1

  	
   

  	
  0.375

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  5

  	
   

  	
  >4.50:1 but £ 5.00:1

  	
   

  	
  0.375

  	
  %

  	
  1.125

  	
  %

  	
  0.125

  	
  %

  
	
  6

  	
   

  	
  >5.00:1

  	
   

  	
  0.375

  	
  %

  	
  1.375

  	
  %

  	
  0.375

  	
  %

  



 


Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Leverage Ratio shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(a); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 6 shall apply as of the first
Business Day after the date on which such Compliance Certificate was required
to have been delivered, until the first Business Day after such Compliance
Certificate is delivered.


 


2

















 


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


 


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


 


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


 


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


 


“Audited Financial Statements” means
the audited consolidated balance sheet of the Parent (including accounts of the
Borrower and its Subsidiaries) for the fiscal year ended December 31,
2003, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year of the Parent,
including the notes thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


“Borrowing” means a Committed
Borrowing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 any Person or two or
more Persons acting in concert (other than Permitted Holders) shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their


 


4

















 


acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management
or policies of the Parent or the Borrower, or control over the equity
securities of the Parent or the Borrower entitled to vote for members of the
board of directors or equivalent governing body of the Parent or the Borrower,
respectively, on a fully-diluted basis (and taking into account all such
securities that such Person or group has the right to acquire pursuant to any
option right) representing 35% or more of the combined voting power of such
securities.


 


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


 


“Code” means the Internal Revenue Code
of 1986.


 


“Collateral” means (a) all present and
future Equity Interests of the Borrower, and (b) all Equity Interests of
all of the direct and indirect Subsidiaries of the Borrower and the Parent in
existence on the Closing Date, (c) all present and future Equity Interests
owned by the Borrower, the Parent and their direct and indirect Domestic
Subsidiaries of all present and future direct and indirect Domestic
Subsidiaries of the Parent and the Borrower, except Excluded Collateral and (d) all
proceeds and products of the Equity Interest described in subsections (a),
(b) and (c) preceding.


 


“Commitment” means, as to each Lender,
its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01,
and (b) purchase participations in L/C Obligations, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.


 


“Committed Borrowing” means a
borrowing consisting of simultaneous Committed Loans of the same Type and, in
the case of Eurodollar Rate Loans, having the same Interest Period made by each
of the Lenders pursuant to Section 2.01.


 


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


 


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


 


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


 


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


 


5

















 


“Consolidated Fixed Charge Coverage Ratio”
means, as of any date of determination for the four most recently completed
fiscal quarters of the Parent, the ratio of (a) the difference between (i)
Consolidated Operating Cash Flow for such period and (ii) cash expenditures of
the Parent, the Borrower and their Subsidiaries in respect of the purchase or
other acquisition of any fixed or capital asset (excluding normal replacements
and maintenance which are properly charged to current operations, expenditures
made with the proceeds of asset sales, condemnations or insurance, like-kind
exchanges, and the purchase price for Permitted Acquisitions and Investments)
for such period to (b) the sum of (i) Consolidated Interest Charges for
such period, plus (ii) scheduled principal repayments of Consolidated Funded
Indebtedness for such period (excluding in any such calculation, any payment of
the principal amount of the Obligations due on the Maturity Date), plus
(iii) any federal, state or local income taxes paid by the Parent, the
Borrower and the Subsidiaries during such period, plus (iv) dividends paid by
the Parent during such period (but specifically excluding repurchases of Equity
Interests of the Parent, the Borrower and their Subsidiaries).  Notwithstanding the foregoing, the
contribution to items (a)(ii), (b)(ii) and (b)(iii) above from Non-Wholly Owned
Subsidiaries shall be limited to the amount of such items for which a Loan
Party has direct liability.


 


 “Consolidated
Funded Indebtedness” means, as of any date of determination, for the
Parent, the Borrower and their Subsidiaries on a consolidated basis, the sum of
(without duplication) (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct and indirect obligations arising under
letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments, (d) all obligations
in respect of the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business in excess of
$5,000,000 and, in each case, not past due for more than 180 days unless
disputed in good faith), (e) Attributable Indebtedness in respect of capital
leases and Synthetic Lease Obligations in excess of $1,000,000 in the aggregate
at any one time outstanding, (f) indebtedness (excluding prepaid interest
thereon) secured by (or for which the holder of such debt has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by the Parent, the Borrower or any of their Subsidiaries, whether or
not the obligations secured thereby have been assumed by such Person or is
limited in recourse (provided that, if such Indebtedness is non-recourse, the
amount of such Indebtedness for purposes hereof shall be limited to the lesser
of the principal amount of such Indebtedness and the fair market value of the
property serving as collateral therefor), (g) at any time after the occurrence
and during the continuance of an Event of Default under any agreement of any
Loan Party governing Swap Contracts, the aggregate amount payable by such Loan
Party under such agreement, (h) all Guarantees with respect to outstanding
Indebtedness of the types specified in subsections (a) through (g) above of
Persons other than the Parent, the Borrower or any Subsidiary, and (i) the
aggregate amount of Indebtedness of Non-Wholly Owned Subsidiaries of the types
referred to in subsections (a) through (h) above for which any Loan Party
has direct liability.  The amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to
be the amount of Attributable Indebtedness in respect thereof as of such date.


 


“Consolidated
Interest Charges” means, for any period, for the Parent, the Borrower and
their Subsidiaries on a consolidated basis, the sum of (a) all cash interest,
premium payments,


 


6

















 


debt discount, fees, charges (excluding fees and charges related to
this Agreement) and related cash expenses of the Parent, the Borrower and their
Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to
the extent treated as interest in accordance with GAAP, and (b) the portion of
rent expense of the Parent, the Borrower and their Subsidiaries paid in cash
during such period under capital leases that is treated as interest in
accordance with GAAP, in the case of (a) and (b) preceding, net of (i)
consolidated interest income of the Parent, the Borrower and their Subsidiaries
for such period and (ii) interest accrued on the $1,000,000 of capital leases
and other obligations described in subsection (e) of the definition of
Consolidated Funded Indebtedness.  For
purposes of calculating Consolidated Interest Charges in any period,
(i) net cash payments made or received by the Parent, the Borrower and
their Subsidiaries with respect to Swap Contracts shall be included in the
computation of gross interest expense, (ii) any Acquisition by the
Borrower, the Parent or their Subsidiaries, may, at the option of the Borrower
after notice to the Administrative Agent, be deemed to have occurred on the
first day of such period and (iii) any Disposition of any Station or other
assets for consideration in excess of $25,000,000 by any of the Parent, the
Borrower or any of their Subsidiaries (and any related incurrence or repayment
of Indebtedness) which occurs during such period shall be deemed to have
occurred on the first day of such period. 
Notwithstanding the foregoing, the contribution to items (a) and (b)
above from Non-Wholly Owned Subsidiaries shall be limited to the amount of such
items for which a Loan Party has direct liability.


 


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


 


“Consolidated Leverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated Operating Cash Flow for
the period of the four most recently completed fiscal quarters of the
Parent.  For purposes of calculating the
Consolidated Leverage Ratio as of any date of determination, Consolidated
Funded Indebtedness shall be reduced by the amount of cash on hand of the
Borrower as of such date in excess of $5,000,000 up to a maximum amount of
$25,000,000.


 


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


 


“Consolidated Operating Cash Flow”
means for the Parent, the Borrower and their Subsidiaries (excluding Non-Wholly
Owned Subsidiaries, except as specifically provided in subsection (c)
below), the sum of (a) Consolidated Net Income (excluding to the extent
included in Consolidated Net Income (i) extraordinary gains, including net
gains on the sales of asset other than asset sales in the ordinary course of
business, and (ii) any items of extraordinary loss, including net losses on
the sale of assets other than asset sales in the ordinary course of business),
plus (b) interest expense, depreciation and amortization, deferred and
other non-cash charges, plus (c) to the extent received by the Borrower and not
already included in Consolidated Net Income, cash received from joint ventures
and Non-Wholly Owned Subsidiaries, plus (d) stock option based
compensation, if any.  For purposes of
calculating Consolidated Operating Cash Flow with respect to any Acquisition or
Disposition of any Station or assets that occurs


 


7

















 


during any period of determination, and any related incurrence or
repayment of Consolidated Funded Indebtedness (including its effect on
Operating Cash Flow), (x) any Acquisition by the Borrower, the Parent or their
Subsidiaries, may, at the option of the Borrower after notice to the
Administrative Agent, be deemed to have occurred on the first day of such
period and (y) any Disposition of any Station or other assets for consideration
in excess of $25,000,000 by any of the Parent, the Borrower or any of their
Subsidiaries, (and any related incurrence or repayment of Indebtedness) which
occurs during such period shall be deemed to have occurred on the first day of
such period.  In addition, the Borrower
may elect to adjust Consolidated Operating Cash Flow to give effect to the
cancellation of sports agreements.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise, provided that, the directors, officers
and employees of a Person shall not be deemed to control such Person as a
result of their role as such.  “Controlling”
and “Controlled” have meanings correlative thereto.


 


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


 


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


 


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


 


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


 


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


 


“Disposition” or “Dispose”
means the sale, assignment, transfer in full, conveyance, or other disposition
(including dispositions pursuant to Local Marketing Agreements, Joint Sales


 


8

















 


Agreements or Shared Services Agreements or pursuant to any sale and
leaseback transaction) of any property by the Parent, the Borrower or any of
their Subsidiaries, including any such disposition or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding assets disposed of in the ordinary course
of business of such Person.


 


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


 


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


 


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


 


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


 


“Environmental Laws” means any and all
applicable federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any Hazardous Materials into the environment,
including those related to hazardous substances or wastes, air emissions and
discharges to waste or public systems.


 


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


 


“Equity Interests” means, with respect
to any Person, all of the shares of capital stock, membership or partnership of
(or other ownership interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
capital stock, membership or partnership of (or other ownership interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership interests in) such Person or warrants,
rights or options for the purchase or acquisition from such Person of


 


9

















 


such shares (or such other interests), and all of the other ownership
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of
determination.


 


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


 


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


 


“ERISA Event” means (a) a Reportable
Event with respect to a Pension Plan; (b) a withdrawal by the Parent or the
Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Parent or the Borrower or
any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Parent, the Borrower or any ERISA Affiliate.


 


“Eurodollar Rate” means for any
Interest Period with respect to any Eurodollar Rate Loan:


 


(a)                                  the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Telerate screen (or any
successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, or


 


(b)                                 if
the rate referenced in the preceding clause (a) does not appear on such page or
service or such page or service shall not be available, the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, or


 


10

















 


(c)                                  if
the rates referenced in the preceding clauses (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of
interest at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar
Rate Loan being made, continued or converted by the Administrative Agent and
with a term equivalent to such Interest Period would be offered by the
Administrative Agent’s London Branch (or, if the Administrative Agent has no
London branch, the Syndication Agent’s London branch) to major banks in the
London interbank Eurodollar market at their request at approximately 4:00 p.m.
(London time) two Business Days prior to the first day of such Interest Period.


 


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


 


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


 


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


 


“Excluded Non-Wholly Owned Subsidiaries”
means Non-Wholly Owned Subsidiaries in which the Parent, the Borrower and their
Subsidiaries have Invested, which, in the aggregate over the term of this
Agreement, do not exceed $150,000,000 in the amount of the initial Investment
by the Parent, the Borrower and their Subsidiaries for all such Excluded
Non-Wholly Owned Subsidiaries, as certified quarterly to the Lenders in the
Compliance Certificate; provided that, to the extent that any such Excluded
Non-Wholly Owned Subsidiary (i) becomes a Guarantor and (ii) has 100% of its
Equity Interests pledged to secure the Obligations, in each case pursuant to
documentation substantially similar in terms, conditions and form to the
Guaranty and the Subsidiary Pledge Agreement, then the preceding $150,000,000
limitation (as reduced through the date of determination) shall be reinstated
to the extent of the Investment by applicable Loan Party in such Excluded
Non-Wholly Owned Subsidiary, and such Excluded Non-Wholly Owned Subsidiary
shall thereafter no longer be included in the definition of Excluded Non-Wholly
Owned Subsidiaries.  For the avoidance
of doubt, the only manner in which any portion of the $150,000,000 limitation
for Excluded Non-Wholly Owned Subsidiaries may be reinstated is for an Excluded
Non-Wholly Owned Subsidiary to execute a Guaranty and have 100% of the Equity
Interests in such Excluded Non-Wholly Owned Subsidiary pledged to secure the
Obligations.


 


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


 


11

















 


Law) to comply with Section 3.01(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).


 


“Existing Credit Agreement” means that
certain Credit Agreement, dated as of December 16, 1999 among the
Borrower, the Parent as a guarantor, Banc of America Securities LLC as Sole
Lead Arranger and Book Manager, KeyBank (as successor by assignment to Key
Corporate Capital Inc.) as Administrative Agent and Co-Documentation Agent,
Bank of America as Syndication Agent and Co-Documentation Agent, and a
syndicate of lenders, as amended through the date hereof.


 


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


 


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


 


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


 


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


 


“Fee Letters” means (i) the letter
agreement, dated July 15, 2004 among the Borrower, the Syndication Agent
and Banc of America Securities LLC., (ii) the letter agreement, dated
July 15, 2004, among the Borrower, JPMorgan Chase Bank and J.P. Morgan
Securities Inc., (iii) the letter agreement, dated August 9, 2004,
among the Borrower and KeyBank, and (iv) any other fee letter entered into
by the Borrower and any Agent, Arranger or Lender in connection with this
Agreement.


 


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


 


12

















 


court or request for stay by a court of such action is pending or in
effect, and, if any deadline for filing any such appeal or request is
designated by statute or rule, it has passed.


 


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


 


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


 


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


 


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently
applied.


 


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


 


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


 


“Guarantee” means, as to any Person,
any (a) any obligation, contingent or otherwise, of such Person guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase
or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working
capital, equity capital or any other financial statement condition or liquidity
or level of income or cash flow of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or
to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  The amount of any


 


13

















 


Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, for which
such Person is liable under such Guarantee or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. 
The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors” means, collectively, the
Parent and all existing and future direct and indirect Domestic Subsidiaries of
the Parent and the Borrower, except the Excluded Non-Wholly Owned Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


 


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


 


(d)                                 all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and deferred compensation);


 


(e)                                  indebtedness
(excluding prepaid interest thereon) secured by (or for which the holder of
such debt has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by the Parent, the Borrower or any of their
Subsidiaries, whether or not the obligations secured thereby have been assumed
by such


 


14

















 


Person or is limited in recourse (provided
that, if such Indebtedness is non-recourse, the amount of such Indebtedness for
purposes hereof shall be limited to the lesser of the principal amount of such
Indebtedness and the fair market value of the property serving as collateral
therefor);


 


(f)                                    capital
leases and Synthetic Lease Obligations; and


 


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


 


For all purposes hereof, the Indebtedness of
any Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer to the
extent a Loan Party is liable therefor. 
The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.


 


“Indemnified Taxes” means Taxes other
than Excluded Taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period; and


 


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


 


“Investment” means, as to any Person,
any direct or indirect investment by such Person, whether by means of (a) the
purchase or other acquisition of capital stock or other securities of another
Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or
joint venture interest in such other Person and any arrangement pursuant to
which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit, provided
that, an Investment shall not include any purchase that meets the definition of
an Acquisition.  For purposes of
covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment.


 


“IRS” means the United States Internal
Revenue Service.


 


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


 


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


 


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


 


“KeyBank” means KeyBank National
Association.


 


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


 


16

















 


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


 


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


 


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


 


“L/C Issuer” means KeyBank in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


“License Subsidiary” means any
Subsidiary of the Borrower and the Parent (other than a Non-Wholly Owned
Subsidiary) formed or acquired solely for the purpose of holding Licenses
issued by the FCC.


 


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


 


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


 


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


 


“Limited Period” means collectively,
each period over the term of this Agreement with respect to which the
Consolidated Leverage Ratio was greater than 5.00 to 1.00 for the most recently
completed four fiscal quarters, such period to commence on the earlier of the
date the Borrower delivers or was required to deliver the relevant Compliance
Certificate and to continue until such time that the Borrower has demonstrated
that the Consolidated Leverage Ratio is equal to or less than 5.00 to 1.00 by
delivery of a Compliance Certificate in accordance with the terms of Section 6.02(a).


 


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


 


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


 


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


 


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


 


“Material Adverse Effect” means (a) a
material adverse change in, or a material adverse effect upon, the business,
assets, properties, liabilities, operations or financial condition of the
Parent, the Borrower and their Subsidiaries taken as a whole; (b) a
material adverse affect upon the ability of the Borrower to perform its
material obligations under this Agreement; (c) a


 


18

















 


material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of this Agreement or (d) a material
adverse effect upon (i) the ability of the Loan Parties taken as a whole to
perform their material obligations under the Loan Documents or (ii) the
legality, validity, binding effect or enforceability against the Loan Parties
taken as a whole of the Loan Documents.


 


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


 


“Material Operating Agreement” means
any programming agreement, time brokerage, Local Marketing Agreement or similar
agreement, franchise agreement, lease or other agreement relating to the
operation of a Station by the Parent, the Borrower or any of their
Subsidiaries, in each case set forth above, the termination or adverse
modification of which could reasonably be expected to have a Material Adverse
Effect.


 


“Material Subsidiary” means any
Subsidiary of the Borrower whose Operating Cash Flow for the most recently
completed twelve month period was greater than ten percent of the Operating
Cash Flow for the Parent, the Borrower and their Subsidiaries on a consolidated
basis, or whose assets comprised more than ten percent of the total assets of
the Parent, the Borrower and its Subsidiaries, on a consolidated basis, as of
the fiscal quarter most recently ended.


 


“Maturity Date” means August 12,
2009, or such earlier date as the Obligations become due and payable hereunder,
whether by reduction of the Aggregate Commitments to zero, termination,
acceleration or otherwise.


 


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


 


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


 


19

















 


“Non-Wholly Owned Subsidiary” means a
direct or indirect Subsidiary of the Parent or the Borrower the Equity
Interests of which are not 100% owned by the Parent, the Borrower and their
Subsidiaries.


 


“Note” means a promissory note made by
the Borrower in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit B.


 


“Obligations” means all advances to,
and debts, liabilities, obligations, covenants and duties of, any Loan Party
arising under any Loan Document with respect to any Loan or Letter of Credit,
or with respect to a Swap Contract of the Parent, the Borrower or any
Subsidiary to which the Lender or any Affiliate of any Lender is a party, in
each case whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees with respect to any of the foregoing that
accrue after the commencement by or against any Loan Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as
the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.


 


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


 


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


 


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


 


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


 


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


 


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


 


“PBGC” means the Pension Benefit
Guaranty Corporation.


 


20

















 


“Pension Plan” means any “employee
pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by the Parent, the Borrower or any ERISA Affiliate or
to which the Parent, the Borrower or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.


 


“Permitted Acquisitions” means
Acquisitions by the Parent, the Borrower and their Subsidiaries of Stations or
any other business in advertising dependent media and broadcasting and related
businesses.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


 


“Responsible Officer” means the chief
executive officer, president, chief financial officer, executive vice president,
treasurer or assistant treasurer of a Loan Party.  Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.  For
the avoidance of doubt, any certificate executed by any officer pursuant to or
in connection with any Loan Document shall be deemed executed by such officer
in his or her capacity as an officer of the applicable Loan Party and not in
his or her individual capacity, and such officer shall have no individual or
personal liability with respect thereto.


 


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


 


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


 


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


 


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


 


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


 


“Solvent” means, with respect to any
Person, as of any date of determination, that the fair value of the assets of
such Person (at fair valuation) is, on the date of determination, greater than
the total amount of liabilities (including contingent and unliquidated liabilities)
of such Person as of such date, that the present fair saleable value of the
assets of such Person will, as of such date,


 


22

















 


be greater than the amount that will be required to pay the probable liability
of such Person on its debts as such debts become absolute and matured, and
that, as of such date, such Person will be able to pay all liabilities of such
Person as such liabilities mature and such Person does not have unreasonably
small capital with which to carry on its business.  In computing the amount of contingent or unliquidated liabilities
at any time, such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability
discounted to present value at rates believed to be reasonable by such Person
acting in good faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23






















 


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


 


“Syndication Agent” means Bank of
America, or any successor syndication agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document
(including any Organization Document)


 


24

















 


shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder” and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a
Loan Document to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.  Derivatives of defined terms have
corresponding meanings.  Any reference
to the knowledge of a non-individual Person shall mean the actual knowledge of
an executive officer (or individual holding a similar position) of such
Person.  Any reference to “consolidated”
in connection with the Parent, the Borrower and their Subsidiaries shall mean
eliminating all intercompany accounts.


 


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


 


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


 


1.03                           Accounting Terms.


 


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


 


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


 


25

















 


under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.


 


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


 


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


 


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


 


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


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


 


2.02                           Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)                                  Each
Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given
by telephone.  Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans, and (ii) on the requested date of any
Borrowing of Base Rate Committed Loans or conversion of Eurodollar Rate Loans
to Base Rate Committed Loans; provided, however, that if the
Borrower wishes to request


 


26

















 


Eurodollar Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the
definition of “Interest Period”, the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request
and determine whether the requested Interest Period is available to all of
them.  Not later than 11:00 a.m., three
Business Days before the requested date of such Borrowing, conversion or
continuation, the Administrative Agent shall notify the Borrower (which notice
may be by telephone) whether or not the requested Interest Period is available
to all the Lenders.  Each telephonic
notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower.  Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Section 2.03(c),
each Borrowing of or conversion to Base Rate Committed Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type
to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Committed Loans to
be borrowed, converted or continued, (iv) the Type of Committed Loans to
be borrowed or to which existing Committed Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.


 


(b)                                 Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable
Committed Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection.  In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02
(and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the
Borrower by 2:00 p.m. in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of the
Administrative Agent with the amount of such funds or (ii) wire transfer
of such funds, in


 


27

















 


each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the date the Committed
Loan Notice with respect to such Borrowing is given by the Borrower, there are
L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings, and second,
shall be made available to the Borrower as provided above.


 


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


 


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


 


(e)                                  After
giving effect to all Committed Borrowings, all conversions of Committed Loans
from one Type to the other, and all continuations of Committed Loans as the
same Type, there shall not be more than ten Interest Periods in effect with
respect to Committed Loans.


 


2.03                           Letters of Credit.


 


(a)                                  The
Letter of Credit Commitment.


 


(i)                                     Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the Closing
Date until the Letter of Credit Expiration Date, to issue Letters of Credit in
Dollars for the account of the Borrower or any other Subsidiaries that are
Guarantors, and to amend or extend Letters of Credit in Dollars previously
issued by it, in accordance with subsection (b) below, and (2) to honor
drawings under the Letters of Credit; and (B) the Lenders severally agree to
participate in Letters of Credit issued for the account of the Borrower or any
other Subsidiaries that are Guarantors and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (x) the Total Outstandings shall not exceed the Aggregate
Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, shall not exceed such Lender’s Commitment, and
(z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter
of Credit Sublimit.  Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to
be a representation by the Borrower that the L/C Credit Extension so requested


 


28

















 


complies with the conditions set forth in the
proviso to the preceding sentence. 
Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed. 
All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto, and from and after the Closing Date shall be subject to and
governed by the terms and conditions hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


(vi)                              The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken
or omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to
such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included the L/C Issuer with respect to such acts or
omissions, and (B) as additionally provided herein with respect to the L/C
Issuer.


 


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


 


(i)                                     Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit
Application must be received by the L/C Issuer and the Administrative Agent not
later than 11:00 a.m. at least two Business Days (or such later date and time
as the L/C Issuer may agree in a particular instance in its sole discretion)
prior to the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
name and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may reasonably
require.  In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the L/C Issuer may reasonably
require.  Additionally, the Borrower shall
furnish to the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may reasonably require.


 


(ii)                                  Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the


 


30

















 


Administrative Agent with a copy
thereof.  Unless the L/C Issuer has
received written notice from any Lender (provided that any Lender giving such
written notice that is the sole Lender giving such written notice shall be a
Defaulting Lender hereunder), the Administrative Agent or any Loan Party, at
least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions
contained in Article IV shall not then be satisfied, then, subject
to the terms and conditions hereof, the L/C Issuer shall, on the requested
date, issue a Letter of Credit for the account of the Borrower or such
Subsidiary of the Borrower that is a Guarantor, or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. 
Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of Credit in
an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit.


 


(iii)                               If
the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of
Credit must permit the L/C Issuer to prevent any such extension at least once
in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer,
the Borrower shall not be required to make a specific request to the L/C Issuer
for any such extension.  Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the L/C Issuer to permit the extension of
such Letter of Credit at any time to an expiry date not later than the Letter
of Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the
provisions of clause (ii) of Section 2.03(a) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or
before the day that is five Business Days before the Non-Extension Notice Date
(1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender
(provided that any Lender giving such written notice that is the sole Lender
giving such written notice shall be a Defaulting Lender hereunder) or the
Borrower that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, and in each such case directing the L/C Issuer not to
permit such extension.


 


(iv)                              Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the


 


31

















 


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


 


(c)                                  Drawings
and Reimbursements; Funding of Participations.


 


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


 


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


 


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


 


32

















 


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


 


(v)                                 Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than
delivery by the Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall relieve or otherwise
impair the obligation of the Borrower to reimburse the L/C Issuer for the
amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.


 


(vi)                              If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation.  A certificate
of the L/C Issuer submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (vi) shall be presumptively
correct absent manifest error.


 


(d)                                 Repayment
of Participations.


 


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


 


33

















 


(ii)                                  If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned
under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive
the payment in full of the Obligations and the termination of this Agreement.


 


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


 


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


 


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


 


(iii)                               any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit, other than in each case, arising
from or as a result of the willful misconduct or gross negligence of the L/C
Issuer;


 


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


 


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


 


34

















 


otherwise constitute a defense available to,
or a discharge of, the Borrower or any Subsidiary, other than, in each case,
arising from or as a result of the willful misconduct or gross negligence of
the L/C Issuer.


 


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


 


(f)                                    Role
of L/C Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude the Borrower’s pursuing such rights
and remedies as it may have against the beneficiary or transferee at law or
under any other agreement.  None of the
L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which were caused
by the L/C Issuer’s willful misconduct or gross negligence or the willful
misconduct or gross negligence of such L/C Issuer’s Related Parties,
correspondents, participants or assignees or the L/C Issuer’s willful failure
to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit.   In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.


 


(g)                                 Cash
Collateral.  (i) if the L/C Issuer
has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for


 


35

















 


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


 


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


 


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


 


(j)                                     Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C
Issuer for its own account a fronting fee with respect to each standby Letter
of Credit, at the rate per annum specified in the Fee Letters, computed on the
daily amount available to be drawn under such Letter of


 


36

















 


Credit on a quarterly basis in arrears, and
due and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter within five Business Days of demand therefor.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account such customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and
standard costs and charges are due and payable within ten Business Days of
receipt of a reasonably detailed written invoice therefor and are nonrefundable.


 


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


 


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


 


2.04                           Prepayments.


 


(a)                                  Voluntary
Prepayments.  The Borrower may, upon
notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding.  Each
such notice shall specify the date and amount of such prepayment and the
Type(s) of Committed Loans to be prepaid. 
The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s Applicable Percentage
of such prepayment.  If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein, or the Borrower shall compensate the Lenders to the extent required by
the terms of Section 3.05. 
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05. 
Each such prepayment shall be applied to the Committed Loans of the
Lenders in accordance with their respective Applicable Percentages.


 


37

















 


(b)                                 Mandatory
Prepayments.


 


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


 


(ii)                                  If,
the Parent, the Borrower or any Subsidiary of the Parent or the Borrower makes
any Disposition of assets (other than (i) a Disposition permitted by
subsections (a) through (f) of Section 7.04, (ii) Dispositions
resulting in gross proceeds of $25,000,000 or less, and (iii) Dispositions by
Excluded Non-Wholly Owned Subsidiaries), then the Borrower shall make a
mandatory prepayment of the Loans in the amount of the Net Cash Proceeds of
such Disposition if the Consolidated Leverage Ratio is greater than 5.00 to
1.00 at the end of the Reinvestment Period (as defined below); provided  that,
notwithstanding the foregoing, this requirement for mandatory prepayment shall
be reduced to the extent the Borrower, any Guarantor or such Subsidiary
reinvests such Net Cash Proceeds by making a Permitted Acquisition during the
first 12 months after the date of consummation of such Disposition (the “Start
Date”) (such 12 month period after the Start Date herein referred to as the “Reinvestment
Period”), so long as no payment Default under Section 8.01(a)
or Event of Default exists as of the Start Date or at any time during the
Reinvestment Period.  If any such
payment Default under Section 8.01(a) or Event of Default exists at
any time during the Reinvestment Period or if all of such Net Cash Proceeds are
not so reinvested during the Reinvestment Period, then the Borrower shall make
a mandatory prepayment of the Loans promptly following the occurrence of such
payment Default under Section 8.01(a) or Event of Default or the
end of the Reinvestment Period, whichever is earlier, in an amount equal to the
Net Cash Proceeds of such Disposition less any amounts reinvested during the
Reinvestment Period in accordance with the terms of this provision and the
other terms of this Agreement.  Together
with any prepayment required by this Section 2.04(b)(ii), the
Borrower shall deliver to the Administrative Agent a certificate of the
Borrower setting forth the calculation of the Net Cash Proceeds of such
Disposition.  Nothing in this Section 2.04(b)(ii)
shall be deemed to permit any Disposition not otherwise permitted under this
Agreement.


 


2.05                           Termination
or Reduction of Commitments. 
The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments;
provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. three Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in
excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate


 


38

















 


Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the
Aggregate Commitments, such Sublimit shall be automatically reduced by the
amount of such excess.  The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.


 


2.06                           Repayment of
Obligations.  The Borrower
shall:


 


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


 


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


 


(c)                                  Repayment
of Incremental Facility and Obligations.  Repay to the Lenders the Incremental
Facility and all outstanding Obligations on the latest maturity date of any
Incremental Facility.


 


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


 


2.07                           Interest.


 


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


 


(b)


 


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


 


(ii)                                  If
any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (after the expiration of any applicable
grace periods), whether at stated maturity, by acceleration or otherwise, then
upon the request of the Required Lenders, such amount shall


 


39

















 


thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


 


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


 


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


 


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


 


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


 


(a)                                  Commitment
Fee.  The Borrower shall pay to the
Administrative Agent for the account of each Lender that is not a Defaulting
Lender in accordance with its Applicable Percentage, a commitment fee equal to
the Applicable Rate for the Commitment Fee times the actual daily amount
(the “Commitment Amount”)by which the Aggregate Commitments exceed the sum of
(i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount
of L/C Obligations.  The commitment fee
shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article IV is not
met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first
such date to occur after the Closing Date, and on the Maturity Date.  The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Commitment Amount or
the Applicable Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.


 


(b)                                 Other
Fees.


 


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


 


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


 


40

















 


2.09                           Computation
of Interest and Fees. 
All computations of interest for Base Rate Loans when the Base Rate is
determined by the Administrative Agent’s “prime rate” shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). 
Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.  Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be presumptively correct, absent manifest error.


 


2.10                           Evidence of Debt.


 


(a)                                  The
Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent
in the ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender
shall be presumptively correct absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon.  Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect
to the Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence
of manifest error.  Upon the request of
any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a Note, which
shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.


 


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


 


2.11                           Payments
Generally; Administrative Agent’s Clawback.


 


(a)                                  General.  All payments to be made by the Parent and
the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except
as otherwise expressly provided herein, all payments by the Parent and the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m.
on the date


 


41

















 


specified herein.  The Administrative Agent will promptly distribute to each Lender
its Applicable Percentage (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s
Lending Office.  All payments received
by the Administrative Agent after 3:00 p.m. shall be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue
to accrue.  If any payment to be made by
the Parent and the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.


 


(b)


 


(i)                                     Funding
by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed (A) time, with respect to Base Rate Loans made on
a same day basis and (B) date, with respect to all other Loans, of any
Committed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 and may, in reliance
upon such assumption, make available to the Borrower a corresponding
amount.  In such event, if a Lender has
not in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender agrees to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.  If the Lender does not pay the
Administrative Agent such amount, the Borrower agrees to pay the Administrative
Agent any such amount made available to the Borrower within five Business Days
of notice thereof with interest at a rate equal to the interest rate applicable
to Base Rate Loans.  If the Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Committed Loan included in such Committed
Borrowing.  Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.


 


(ii)                                  Payments
by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance


 


42

















 


upon such assumption, distribute to the
Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the L/C Issuer, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


 


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


 


(c)                                  Failure
to Satisfy Conditions Precedent.  If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest; provided, however, that if such
funds are not returned within one Business Day, such funds shall bear interest
at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


(d)                                 Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Committed Loans, to fund participations in
Letters of Credit and to make payments pursuant to Section 10.04(c)
are several and not joint.  The failure
of any Lender to make any Committed Loan, to fund any such participation or to
make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Committed Loan, to purchase its participation or to
make its payment under Section 10.04(c).


 


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


 


2.12                           Sharing of
Payments by Lenders.  If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations held
by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Committed Loans or participations and accrued interest
thereon greater than its pro  rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations
of the other Lenders, or make such


 


43

















 


other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:


 


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


 


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


 


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


 


2.13                           Incremental
Facility.


 


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


 


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


 


44

















 


amount. 
Any Lender not responding within such time period shall be deemed to
have declined to increase its Commitment or provide an Incremental Facility.


 


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


 


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


 


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


 


(f)                                    Conditions
to Effectiveness of Increase or Incremental Loan Amendment.  As a condition precedent to such increase in
the Aggregate Commitments and any Incremental Loan Amendment, the Borrower
shall deliver to the Administrative Agent a certificate of each Loan Party (as
applicable) dated as of the Increase Effective Date or


 


45

















 


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


 


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


 


ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01                           Taxes.


 


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


 


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


 


46

















 


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


 


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


 


(e)                                  Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Borrower is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and duly executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate of withholding.  In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements.


 


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


 


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


 


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


 


47

















 


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


 


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


 


(f)                                    Treatment
of Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent, such
Lender or the L/C Issuer, as the case may be, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the
Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the L/C Issuer in the event the Administrative Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental
Authority.  This subsection shall
not be construed to require the Administrative Agent, any Lender or the L/C
Issuer to make available its tax returns (or any other information relating to
its taxes that it deems confidential) to the Borrower or any other Person.


 


3.02                           Illegality.  If any Lender determines that any Law has made it unlawful, or
that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Eurodollar
Rate Loans, or to determine or charge interest rates based upon the Eurodollar
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans
to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to
such determination no longer exist, which it shall do promptly.  Upon receipt of such notice, the Borrower
shall, within 30 days of receipt of a reasonably detailed written invoice
therefor from such Lender (with a copy to the Administrative Agent), convert
all Eurodollar Rate Loans of such Lender to Base Rate Loans or prepay all
Eurodollar


 


48

















 


Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans.  Upon any
such prepayment or conversion, the Borrower shall also pay accrued interest on
the amount so prepaid or converted.


 


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


 


3.04                           Increased
Costs; Reserves on Eurodollar Rate Loans.


 


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


 


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


 


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


 


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


 


49

















 


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


 


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


 


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


 


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


 


(e)                                  Reserves
on Eurodollar Rate Loans.  The
Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to


 


50

















 


liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall
be presumptively correct absent manifest error), which shall be due and payable
on each date on which interest is payable on such Loan, provided the
Borrower shall have received at least 10 Business Days’ prior notice (with a
copy to the Administrative Agent) of such additional interest from such
Lender.  If a Lender fails to give
notice 10 Business Days prior notice to the relevant Interest Payment Date,
such additional interest shall be due and payable 10 Business Days from receipt
of such notice.


 


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


 


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


 


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


 


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


 


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


 


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


 


3.06                           Mitigation
Obligations; Replacement of Lenders.


 


(a)                                  Designation
of a Different Lending Office.  If
any Lender requests compensation under Section 3.04, or the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such
Lender shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such


 


51

















 


designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


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


 


3.07                           Survival.  All of the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.


 


ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


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


 


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


 


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


 


(ii)                                  a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


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


 


52

















 


reasonably required by the Administrative
Agent to effect the grant and first priority perfection of the Administrative
Agent’s security interest in such Equity Interests;


 


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


 


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


 


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


 


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


 


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


 


53

















 


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


 


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


 


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


 


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


 


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


 


(d)                                 The
Closing Date shall have occurred on or before August 31, 2004.


 


(e)                                  There
shall not have occurred a material adverse change (i) in the business,
assets, properties, liabilities (actual or contingent), operations or financial
condition of the Parent, the Borrower and their subsidiaries, taken as a whole,
since December 31, 2003 or (ii) in the facts and information
regarding such entities as represented by the Parent, the Borrower or any of
their Subsidiaries, or any representatives of any of them, to date.


 


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


 


Without limiting the generality of the
provisions of Section 9.04, for purposes of determining compliance
with the conditions specified in this Section 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a
Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE V.

REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


55

















 


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


 


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


 


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


 


5.05                           Financial
Statements; No Material Adverse Effect.


 


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


 


(b)                                 The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated
March 31, 2004, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied
throughout the period


 


56

















 


covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to condensed footnotes, the use of GAAP for interim financial
statements and to normal year-end audit adjustments.  Schedule 5.05 sets forth all material indebtedness
and other liabilities, direct or contingent, of the Parent, the Borrower and
their consolidated Subsidiaries as of the date of such financial statements,
including liabilities for taxes, material commitments and Indebtedness, in each
case only to the extent each such indebtedness or each such liability exceeds
$20,000,000.


 


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


 


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


 


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


 


5.08                           Ownership of
Property; Liens.  Each of the Parent, the Borrower and each
Subsidiary has good title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as could not reasonably be expected to have a
Material Adverse Effect.  The property
of the Parent, the Borrower and their Subsidiaries is subject to no Liens,
except Liens permitted by Section 7.01.


 


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


 


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


 


57

















 


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


 


5.12                           ERISA Compliance.


 


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


 


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


 


(c)                                  Except
as could not reasonably be expected to have a Material Adverse Effect,
(i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither the Parent, the Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (iv) neither the Parent, the Borrower
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.


 


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


 


58

















 


and are owned by the Loan Parties reflected on such Schedule in
the amounts specified on Part (c) of Schedule 5.13 free and
clear of all Liens, except Liens securing the Obligations.


 


5.14                           Margin
Regulations; Investment Company Act; Public Utility Holding Company Act.


 


(a)                                  The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or
drawing under each Letter of Credit, not more than 25% of the value of the
assets (either of the Borrower only or of the Parent, the Borrower and their
Subsidiaries on a consolidated basis) will be margin stock.


 


(b)                                 None
of the Parent, the Borrower, any Person Controlling the Parent, the Borrower,
or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of
a “holding company,” or an “affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company,” within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 


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


 


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


 


59

















 


5.17                           License
Subsidiaries.  Except (i)
as set forth on Schedule 5.17, (ii) as consented to by the Agents
in connection with a Permitted Acquisition (for a period of not longer than 45
days) and (iii) as held by an Excluded Non-Wholly-Owned Subsidiary, no Loan
Party (other than a License Subsidiary) holds any License issued by the
FCC.  No License Subsidiary (a) has
any Indebtedness (other than the Obligations and Indebtedness owing by a
License Subsidiary to another Loan Party), (b) has any assets other than
FCC Licenses, (c) is a party to or bound by any contract or agreement
other than agreements pursuant to which Loan Parties that are not License
Subsidiaries manage and operate the Stations, (d) conducts any business or
(e) has any employees, and there are no Liens of any nature whatsoever on
any of the property or assets of any License Subsidiary except in favor of the
Administrative Agent, for the benefit of the Lenders.


 


5.18                           The Parent.


 


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


 


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


 


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


 


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


 


(i)                                     holding
the Equity Interests in the Borrower,


 


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


 


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


 


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


 


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


 


60

















 


ARTICLE VI.

AFFIRMATIVE COVENANTS


 


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


 


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


 


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


 


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


 


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


 


61

















 


have to satisfy the requirement
that such information be in form and detail satisfactory to the Administrative
Agent and the Required Lenders.


 


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


 


(a)                                  concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate signed by a Responsible
Officer of the Borrower;


 


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


 


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


 


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


 


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


 


(f)                                    promptly
upon their becoming available, the Borrower shall furnish (i) copies of
any periodic or special reports filed by any Loan Party with the FCC or any
other federal, state or local governmental agency or authority if such reports
indicate any material change in the ownership of such Loan Party, or any
materially adverse change in the business, operations, affairs or condition of
any Loan Party, and (ii) copies of any material notices and other material
communications from the FCC or any other federal, state or local governmental
agency or authority which specifically relate to any Loan


 


62

















 


Party, any Station or any material License,
and the substance of which relates to a matter that could reasonably be
expected to have a Material Adverse Effect; and


 


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


 


Unless made publicly available as set forth
in Section 6.01 and 6.02, documents required to be delivered
pursuant to Section 6.01(a) or (b) or Section 6.02
may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Parent or the Borrower posts such
documents, or provides a link thereto on the Parent or the Borrower’s website
on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: the Borrower shall notify the
Administrative Agent (by telecopier or electronic mail) of the posting of any
such documents.  Notwithstanding
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 6.02(a)
to the Administrative Agent.  Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be
solely responsible for maintaining its copies of such documents.


 


6.03                           Notices.  Promptly notify the Administrative Agent:


 


(a)                                  of
the occurrence of any Default;


 


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


 


(c)                                  of
(i) any breach or non-performance of, or any default under, a Material
Contractual Obligation or Material Operating Agreement of the Parent, the
Borrower or any Subsidiary, or under any Senior Subordinated Notes Document
that could, in each case, reasonably be expected to result in a Material
Adverse Effect, (ii) any dispute, litigation, investigation, proceeding or
suspension between the Parent, the Borrower or any Subsidiary and any
Governmental Authority that could reasonably be expected to result in a
Material Adverse Effect; (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Parent, the Borrower
or any Subsidiary, including pursuant to any applicable Environmental Laws,
that could reasonably be expected to result in a Material Adverse Effect;
(iv) any material admonition, censure or adverse citation or order by the
FCC or any other governmental authority or regulatory agency that could
reasonably be expected to result in a Material Adverse Effect; or (v) any
competing application, petition to deny or other opposition to any license
renewal application filed by the Borrower or any of its Subsidiaries with the
FCC that could reasonably be expected to result in a Material Adverse Effect;
and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6.09                           Books and Records. 
(a)  Maintain proper books of
record and account, in which entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Parent (including the accounts of the


 


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Borrower or such Subsidiary, as the case may be); and (b) maintain such
books of record and account in conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over the Parent
(including the accounts of the Borrower or such Subsidiary, as the case may
be), in each case of (a) and (b) preceding, except to the extent that
noncompliance therewith could reasonably be expected to have Material Adverse
Effect.


 


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


 


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


 


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


 


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


 


6.14                           Collateral.  The Parent and the
Borrower shall, and shall cause each Subsidiary other than an Excluded
Non-Wholly Owned Subsidiary to, do all things necessary or reasonably requested
by the Administrative Agent to preserve and perfect the Liens of the
Administrative Agent, for the benefit of the Lenders, arising pursuant hereto
and pursuant to the Pledge Agreements as first Liens, and to insure that the
Administrative Agent, for the benefit of the Lenders, has a perfected prior and
first Lien on all of the Equity Interests of the Borrower and each of its
direct and indirect Domestic Subsidiaries and the direct and indirect Domestic
Subsidiaries of the Borrower and the Parent.


 


6.15                           Swap Contracts. 
The Borrower shall maintain in effect at all times after 30 days after
the Closing Date, one or more Swap Contracts with parties reasonably
satisfactory to the Agents, the effect of which shall be to fix or limit the
interest cost to the Borrower with respect to at least 50% of the outstanding
aggregate principal amount of Consolidated Funded Indebtedness, for an initial
term of each Swap Contract of not less than two years (or if less, through the
Maturity Date) and in form and substance reasonably satisfactory to the
Agents.  Notwithstanding the foregoing,
if at any such time and during such period that the Consolidated Leverage Ratio
is equal to or less than 4.00 to 1.00 for the most recently completed four
fiscal quarters, the Borrower shall not be required to maintain any Swap
Contracts pursuant to this Section 6.15 during such period.  To the extent the Borrower has not been
previously required under this Section to maintain a Swap Contract but
such exception is no longer applicable, the Borrower shall have 45 days after
receipt of a Compliance Certificate in accordance with the terms of Section 6.02(a)
to satisfy the requirements under this Section 6.15.  The term “Agents” as used in this Section 6.15
shall mean the Administrative Agent from and after any time at which Bank of
America ceases to be a Lender hereunder.


 


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ARTICLE VII.

NEGATIVE COVENANTS


 


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


 


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


 


(a)                                  Liens
pursuant to any Loan Document;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     so
long as there exists no Default both before and after giving effect to each
such incurrence, Liens in the aggregate securing up to an amount equal to the
difference between (i) $50,000,000 of Indebtedness of the Borrower and the
Parent permitted to be incurred under Section 7.03(e)(i) MINUS
(ii) the amount of Liens securing Indebtedness of the Subsidiaries in
accordance with subsection (j) set forth below, provided that
(A) such Liens may only secure Indebtedness of the Parent and the Borrower
in respect of capital leases and similar obligations, and purchase money
obligations for fixed or capital assets, and (B) such Liens do not at any
time encumber any property other than the property financed by such
Indebtedness; and


 


(j)                                     so
long as there exists no Default both before and after giving effect to each
such incurrence, Liens in the aggregate securing up to $15,000,000 of
Indebtedness of the Subsidiaries of the Borrower permitted to be incurred under
Section 7.03(f), provided that (i) such Liens may only
secure Indebtedness of such Subsidiaries in respect of capital leases and similar
obligations, and purchase money obligations for fixed or capital assets, and
(ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness.


 


Notwithstanding the foregoing, for purposes of calculating the
aggregate amount of Indebtedness permitted to be secured by Liens pursuant to
subsections (i) and (j) above, Indebtedness of Non-Wholly Owned Subsidiaries
secured by such a Lien shall be included in the calculation of the limits in
those subsections only to the extent of the amount of Indebtedness secured by
such a Lien for which a Loan Party has direct liability.


 


7.02                           Investments.  Make any
Investments, except:


 


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


 


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


 


(c)                                  Investments
of the Parent and the Borrower in any Guarantors and Investments of any
Subsidiary in the Borrower or in another Subsidiary that is a Guarantor;


 


(d)                                 Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;


 


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(e)                                  Guarantees
permitted by Section 7.03;


 


(f)                                    so
long as there exists no Default both before and after giving effect to each
such Investment, the Borrower may make Investments during the Limited Period up
to an aggregate amount of $25,000,000 over the entire term of the Limited
Period, including, Investments in Non-Wholly Owned Subsidiaries, provided, that
the aggregate amount of any Investments made in a Person that subsequently
becomes or merges or consolidates with or into a Loan Party (where the Loan
Party is the surviving entity) shall not thereafter be included in the
calculation of such $25,000,000 limit; and


 


(g)                                 so
long as (i) there exists no Default both before and after giving effect to each
such Investment and (ii) the Consolidated Leverage Ratio is less than or equal
to 5.00 to 1.00 for the most recently completed four fiscal quarters as demonstrated
in the Compliance Certificate delivered in accordance with the terms of Section 6.02(a),
the Borrower may make Investments, including, Investments in Non-Wholly Owned
Subsidiaries.


 


Notwithstanding the foregoing, for purposes of calculating the aggregate
amount of Investments permitted pursuant to subsections (b) and (f) above, each
Investment of a Non-Wholly Owned Subsidiary made pursuant to either such clause
shall be included in the calculation of the limit in the applicable
subsection in an amount equal to (x) the amount of such Investment
multiplied by (y) the percentage interest of (calculated with respect to
outstanding Equity Interests owned by) the Loan Parties in the applicable
Non-Wholly Owned Subsidiary


 


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


 


(a)                                  Indebtedness
under the Loan Documents;


 


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


 


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


 


(d)                                 obligations
(contingent or otherwise) of the Parent, the Borrower or any Subsidiary
existing or arising under any Swap Contract, provided that such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value


 


69

















 


of securities issued by such Person, and not
for purposes of speculation or taking a “market view;”


 


(e)                                  so
long as there exists no Event of Default or payment Default under Section 8.01(a)
both before and after giving effect to each such incurrence (i) the
Borrower and the Parent may incur Indebtedness in respect of capital leases and
similar obligations, and purchase money obligations for fixed or capital assets
(so long as such Indebtedness is only secured to the extent provided in Section 7.01(i)),
and (ii) the Borrower and the Parent may incur additional unsecured
Indebtedness from time to time provided that, in the case of
clause (ii), (A) no such additional Indebtedness has a maturity
earlier than six months after the later of the Maturity Date or any maturity of
any Incremental Facility, (B) no such additional Indebtedness has any
scheduled principal payments, prepayments, redemptions, retirements,
acquisition of principal, cancellations, repurchases, sinking funds or other
principal payments prior to later of the Maturity Date or any maturity of any
Incremental Facility and (C) if the principal amount of such Indebtedness
is in excess of $20,000,000, the Borrower shall have delivered to the
Administrative Agent evidence in form reasonably satisfactory to the
Administrative Agent of pro forma compliance both before and after giving
effect to the incurrence of such additional Indebtedness;


 


(f)                                    so
long as there exists no Event of Default or payment Default under Section 8.01(a)
both before and after giving effect to each such incurrence (i) the
Subsidiaries of the Borrower may incur secured Indebtedness in respect of
capital leases and similar obligations, and purchase money obligations for
fixed or capital assets in an aggregate amount not to exceed $15,000,000 at any
one time outstanding for all such Subsidiaries (so long as such Indebtedness is
only secured to the extent provided in Section 7.01(j)), and
(ii) the Subsidiaries of the Borrower may incur additional unsecured
Indebtedness from time to time, provided that the aggregate amount of
all such unsecured Indebtedness for all such Subsidiaries shall not exceed
$50,000,000 minus the amount of secured Indebtedness incurred by the
Subsidiaries pursuant to subsection (i) preceding at any one time
outstanding; and


 


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


 


Notwithstanding the foregoing, for purposes of calculating the
aggregate amount of Indebtedness permitted pursuant to subsections (e), (f) and
(g) above, Indebtedness of Non-Wholly Owned Subsidiaries shall be included in
the calculation of the limit in the applicable subsection only to the
extent of the amount of such Indebtedness for which a Loan Party has direct
liability.


 


7.04                           Fundamental Changes. 
Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default exists or would
result therefrom:


 


(a)                                  any
Subsidiary may merge with (i) the Borrower, provided that the Borrower
shall be the continuing or surviving Person, or (ii) any one or more other


 


70

















 


Subsidiaries, provided that when any
Guarantor is merging with another Subsidiary, the Guarantor shall be the
continuing or surviving Person;


 


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


 


(c)                                  Dispositions
under Section 7.05 may be consummated;


 


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


 


(e)                                  any
Excluded Non-Wholly Owned Subsidiary may be dissolved, liquidated, or merged or
consolidated with or into another Person.


 


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


 


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


 


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


 


(c)                                  Dispositions
of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;


 


(d)                                 Dispositions
(i) of property by any Subsidiary to the Borrower or to a wholly-owned
Subsidiary; provided that if the transferor of such property is a Guarantor,
the transferee thereof must either be the Borrower or a Guarantor and (ii) by
Excluded Non-Wholly Owned Subsidiaries;


 


(e)                                  Dispositions
permitted by Section 7.04;


 


(f)                                    in
addition to subsection (g) following, so long as no Default shall exist or
would result from each such Disposition, (i) Dispositions of property in
connection with Like Kind Exchanges for a Station acquired in connection with a
Permitted Acquisition in accordance with the terms of Section 7.07
and (ii) Dispositions of property in connection with Station swaps or
exchanges, in each case of Stations acquired in connection with a Permitted
Acquisition in accordance with the terms of Section 7.07, provided
that, notwithstanding the foregoing, if at any time in connection with a (A) Like
Kind Exchange after a property has been Acquired or Disposed of by the Borrower
or any of its Subsidiaries in connection with such Like Kind Exchange there
shall exist a Default, such Loan Party shall be permitted to consummate the
Like Kind Exchange despite the existence of such Default, and (B) swap or
exchange described in subsection (ii) preceding, after a property has been
Acquired or Disposed of by the Borrower or any


 


71

















 


of its Subsidiaries in connection with such
swap or exchange there shall exist a Default, and such Loan Party has entered
into a contractual arrangement binding such Loan Party to consummate such swap
or exchange with an unaffiliated third party prior to the existence of such Default,
such Loan Party shall be permitted to consummate such swap or exchange despite
the existence of such Default; and


 


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


 


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


 


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


 


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


 


(c)                                  in
addition to subsections (a), (b) and (d) of this Section 7.06, so
long as there exists no Default both before and after giving effect to each
such payment, the Borrower and the Parent may declare and pay cash dividends
and make stock redemptions, repurchases and capital distributions to Parent, or
Parent’s stockholders, as the case may be, during the Limited Period up to an
aggregate amount (without duplication) of $10,000,000 over the entire term of
the Limited Period;


 


(d)                                 so
long as there exists no Default both before and after giving effect to each
such payment, if the Consolidated Leverage Ratio is less than or equal to 5.00
to 1.00 for the most recently completed four fiscal quarters as demonstrated in
the Compliance Certificate previously delivered in accordance with the terms of
Section 6.02(a), the Borrower and the Parent may declare and pay
cash dividends, and make stock redemptions, repurchases and capital
distributions to the holders of their respective Equity Interests; and


 


72

















 


(e)                                  the
Borrower may declare and pay dividends to Parent to permit Parent to (i) pay
actual cash taxes payable by the Parent, (ii) purchase Parent’s common
stock or common stock options from present or former officers or employees of
Parent, the Borrower or any Subsidiary upon the death, disability or
termination of employment of such officer or employee and (iii) pay other
corporate overhead expenses in an amount not to exceed $25,000,000 per fiscal
year of the Parent.


 


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


 


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


 


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


 


(c)                                  with
respect to each Permitted Acquisition with a cash consideration of $150,000,000
or more, the Borrower shall have delivered to the Administrative Agent:


 


(i)                                     within
five days prior to the consummation of such Acquisition (or such lesser time as
agreed to by the Agents), calculations demonstrating on a pro forma basis the
Borrower’s pro forma compliance with the financial covenants set forth in Section 7.13,
all in such detail and in such form as is reasonably acceptable to the Agents;
and


 


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


 


(d)                                 except
with respect to Excluded Non-Wholly Owned Subsidiaries with respect to each
Permitted Acquisition consummated under this Section 7.07, the
Borrower shall have complied with each of the following:


 


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


 


(ii)                                  with
respect to Permitted Acquisitions with a cash consideration in excess of
$50,000,000, unless the Borrower reasonably expects that the Final Order will
be granted notwithstanding the filing of such objection or filing


 


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described below, the FCC consent to the
assignment of the FCC Licenses relating to the Stations being acquired pursuant
to such Permitted Acquisition at such time (the “FCC Consent”) shall have
become a Final Order unless (i) no filing shall have been made with the
FCC that pertains to or becomes associated with any request for consent to the
assignment of any of the FCC Licenses being acquired pursuant to such Permitted
Acquisition or (ii) if any such filing shall have been made, the Borrower
shall have delivered to the Administrative Agent and the Lenders an opinion of
the Borrower’s FCC counsel in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders to the effect that the objection set forth
in such filing would not reasonably be expected to result in a denial of the
FCC Consent or the designation for hearing of the applications for FCC Consent;


 


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


 


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


 


7.08                           Change in
Nature of Business.  Engage in any material line of business
substantially different from advertising dependent media and broadcasting and
related businesses.


 


7.09                           Transactions
with Affiliates.  Enter into any transaction of any kind with
any Affiliate of the Parent or the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as
favorable to the Parent, the Borrower or such wholly-owned Subsidiary as would
be obtainable by the Parent, the Borrower or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate,


 


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provided that the foregoing restriction shall
not apply to (a) transactions between or among the Borrower and any of the
Subsidiaries that are Guarantors, or (b) between and among wholly-owned
Subsidiaries that are Guarantors, and Restricted Payments permitted by Section 7.06.  For the avoidance of doubt, this Section 7.09
shall not apply to employment arrangements with, and payments of compensation
or benefits to or for the benefit of, management.


 


7.10                           Negative Pledge
Clauses.  Enter into any new contractual agreement,
arrangement or License containing a negative pledge clause or otherwise
restricting or prohibiting the Parent, the Borrower and/or their Subsidiaries
from creating or granting Liens on their property and/or assets (other than on
or in any such contractual agreement, arrangement or License), except
(a) in connection with Indebtedness permitted to be issued and secured
under Section 7.01(i) and 7.01(j), and (b) to the
extent the Obligations are expressly permitted to be fully secured
notwithstanding such restriction or prohibition (either senior to or ratably
with such other Indebtedness related to such restriction or prohibition, if
such restriction or prohibition is related to the issuance of Indebtedness);
provided that the restrictions in this section shall not apply to Excluded
Non-Wholly Owned Subsidiaries.


 


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


 


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


 


7.13                           Financial Covenants.


 


(a)                                  Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the
Borrower to be less than 2.50 to 1.00.


 


(b)                                 Consolidated
Fixed Charge Coverage Ratio.  Permit
the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less than 1.10 to 1.00.


 


(c)                                  Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio at any time during any period of four fiscal
quarters of the Borrower set forth below to be greater than the ratio set forth
below opposite such period:


 




	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum
  Consolidated Leverage Ratio

  
	
  Closing Date through
  March 31, 2006

  	
   

  	
  5.50 to 1.00

  
	
  April 1, 2006 and
  thereafter

  	
   

  	
  5.00 to 1.00

  






 


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7.14                           License Subsidiaries. 
Except as set forth on Schedule 5.17 or permitted by the
terms of Section 5.17, permit any Subsidiary (other than a License
Subsidiary) to hold any FCC Licenses. 
The Borrower shall not permit any License Subsidiary to (a) incur,
create, assume or permit to exist any Indebtedness other than the Obligations,
(b) incur, create, assume or permit to exist any Lien of any nature whatsoever
on any property or assets now owned or hereafter acquired by it except in favor
of the Administrative Agent, for the benefit of the Lenders, (c) make any
capital expenditures, (d) acquire any assets other than the Licenses,
(e) conduct any business, or (f) hire or engage any employees.


 


7.15                           Senior
Subordinated Notes.


 


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


 


(b)                                 Neither
the Parent nor the Borrower shall make any payment on any subordinated
Indebtedness except in accordance with the provisions of the agreements,
instruments and other documentation governing such subordinated Indebtedness as
permitted to exist under the terms of this Agreement.


 


7.16                           Sale and
Leaseback Transactions.  Enter into any arrangement whereby the
Parent, the Borrower, or any Subsidiary sells or transfers any of its assets,
and thereafter rents or leases such assets, provided that, so long as
the there exists no Default both before and after giving effect to this
transaction and the Borrower is otherwise in compliance with the provisions of Section 7.05,
the Borrower, the Parent and their Subsidiaries may consummate sales and
leasebacks aggregating not more than $15,000,000 in gross sales proceeds for
all such transactions over the term of this Agreement.


 


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


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


 


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


 


76

















 


Business Days after the same becomes due, any
other amount payable hereunder or under any other Loan Document; or


 


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


 


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


 


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


 


(e)                                  Cross-Default.  (i) The Parent, the Borrower or any
Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect
of the Senior Subordinated Notes or any other Consolidated Funded Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $30,000,000, or (B) fails to
observe or perform any other agreement or condition relating to the Senior
Subordinated Notes or any other such Consolidated Funded Indebtedness, or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of the Senior Subordinated Notes
or such Consolidated Funded Indebtedness, (or a trustee or agent on behalf of
such holder or holders) to cause, with the giving of notice if required, such
Consolidated Funded Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Consolidated Funded
Indebtedness to be made, prior to its stated maturity, to become payable or
cash collateral in respect thereof to be demanded; or (ii) there occurs
under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as
to which the Parent, the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Parent, the Borrower or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap
Termination


 


77

















 


Value owed by the Parent, the Borrower or
such Subsidiary as a result thereof is greater than $30,000,000; or


 


(f)                                    Insolvency
Proceedings, Etc.  The Parent, the
Borrower or any Material Subsidiary institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for 90 calendar days, or the
Parent, the Borrower or such Material Subsidiary has consented in writing to
any of the foregoing; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 90
calendar days, or an order for relief is entered in any such proceeding; or


 


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


 


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


 


(i)                                     ERISA.  (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or is reasonably expected
to result in liability of the Parent, the Borrower or any Subsidiary under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $20,000,000, or (ii) the Parent, the Borrower
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of $20,000,000; or


 


(j)                                     Invalidity
of Loan Documents.  Any material
provision of any Loan Document, at any time after its execution and delivery and
for any reason other than as expressly permitted hereunder or thereunder or
satisfaction in full of all the Obligations, ceases to be in full force and
effect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any material provision of any Loan Document; or


 


78

















 


any Loan Party denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any material provision of any Loan Document; or


 


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


 


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


 


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


 


(a)                                  declare
the commitment of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;


 


(b)                                 declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Parent, the Borrower and each Subsidiary;


 


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


 


(d)                                 exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Borrower or the Parent under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further
act of the Administrative Agent or any Lender.


 


8.03                           Application of Funds. 
After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the


 


79

















 


proviso to Section 8.02), any amounts received on account
of the Obligations shall be applied by the Administrative Agent in the
following order:


 


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


 


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


 


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


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans
and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion
to the respective amounts described in this clause Fourth held by them;


 


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


 


Sixth, to payment of
remaining portion of the Obligations, except Obligations with respect to Swap
Contracts, ratably among the Lenders in proportion to the respective amounts
described in this clause Sixth held by them;


 


Seventh, to the
Administrative Agent for the account of each Lender and Affiliate of each
Lender party to a Swap Contract in the amount of
the Swap Termination Value of each such Swap Contract, ratably among such
Lenders and Affiliates of such Lenders in proportion to the respective amounts
described in this clause Seventh held by them; and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to
the Borrower or as otherwise required by Law.


 


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


 


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ARTICLE IX.

ADMINISTRATIVE AGENT


 


9.01                           Appointment and
Authority.  Each of the Lenders and the L/C Issuer
hereby irrevocably appoints KeyBank to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.


 


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


 


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


 


(a)                                  shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;


 


(b)                                 shall
not have any duty to take any discretionary action or exercise any
discretionary powers (except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law); and


 


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


 


Neither Agent shall be liable for any action
taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as such Agent shall believe in good faith shall be necessary),
under the circumstances as provided in Sections 10.01 and 8.02 or
(ii) in the absence of its own gross negligence or willful misconduct.  The Agents shall be deemed not to have
knowledge of any


 


81

















 


Default unless and until notice describing such Default is given to
such Agent by the Borrower, a Lender or the L/C Issuer.


 


The Agents shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than the Administrative Agent’s duty to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.


 


9.04                           Reliance by Agents.


 


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


 


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


 


9.06                           Resignation
of Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, with the
consent of the Borrower so long as there exists no Event of Default (such
consent not to be unreasonably withheld), to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If
no such successor shall have


 


82

















 


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


 


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


 


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preceding paragraph shall
become L/C Issuer under this Agreement. 
The Borrower and each Lender agree to the appointment of the servicing
agent as Administrative Agent, if necessary under the terms of, and in
accordance with the provisions of, this paragraph and the preceding paragraph.


 


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


 


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


 


9.09                           Administrative
Agent May File Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered to, and if
requested by the Required Lenders shall, by intervention in such proceeding or
otherwise


 


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


 


(b)                                 collect
and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender and the L/C Issuer to
make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders and the L/C Issuer, to pay to the


 


84

















 


Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08 and 10.04.


 


Nothing contained herein shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.


 


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


 


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


 


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


 


Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10.


 


ARTICLE X.

MISCELLANEOUS


 


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


 


(a)                                  waive
any condition set forth in Section 4.01(a) without the written
consent of each Lender;


 


(b)                                 extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of
such Lender;


 


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(c)                                  postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) or any scheduled or mandatory reduction of
the Aggregate Commitments hereunder or under any other Loan Document without
the written consent of each Lender directly and adversely affected thereby;


 


(d)                                 reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document; provided,
however, that only the consent of the Required Lenders shall be
necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the Default
Rate or (ii) to amend any financial covenant hereunder (or any defined term
used therein) even if the effect of such amendment would be to reduce the rate
of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;


 


(e)                                  change
Section 2.12 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender;


 


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


 


(g)                                 release
a substantial number of the Guarantors from the Guaranty without the written
consent of each Lender, except as otherwise permitted in a transaction
permitted by the terms of this Agreement, or release the Parent from the Guaranty
without the written consent of each Lender; or


 


(h)                                 release
a substantial portion of the Collateral without the written consent of each
Lender, except as otherwise permitted in a transaction permitted by the terms
of this Agreement;


 


and, provided further, that (i) no amendment,
waiver or consent shall, unless in writing and signed by the L/C Issuer in
addition to the Lenders required above, affect the rights or duties of the L/C
Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document; and (iii) Section 10.06(h)
may not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; (iv) the Fee Letters
may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, and (v) notwithstanding anything in this Section 10.01 or elsewhere in
this Agreement to the contrary, except to the extent there shall then exist an
Event of Default, any waiver, consent or other amendment to any term or
provision of this Agreement necessary or advisable to effectuate


 


86

















 


the intent of Section 2.13
to provide an Incremental Facility or an increase in the Aggregate Commitment
shall be effective when executed by the Borrower, the Agents and each Lender or
other approved financial institution making such Incremental Facility or
increase in the Aggregate Commitment. 
Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender.


 


10.02                     Notices;
Effectiveness; Electronic Communication.


 


(a)                                  Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 


(i)                                     if
to the Borrower, either Agent or the L/C Issuer, to the address, telecopier
number, electronic mail address or telephone number specified for such Person
on Schedule 10.02 or as otherwise noticed to the Administrative
Agent; and


 


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


 


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


 


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


 


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of


 


87

















 


an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


 


(c)                                  Change
of Address, Etc.  Each of the
Borrower, the Agents and the L/C Issuer may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to
Administrative Agent.  Each other Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Borrower, the Administrative Agent
and the L/C Issuer.


 


(d)                                 Reliance
by Agents, L/C Issuer and Lenders.  Each Agent, the L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices) purportedly given by or on behalf of the
Borrower, the Parent and their Subsidiaries even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify
each Agent, the L/C Issuer, each Lender and the Related Parties of each of them
from all out-of-pocket losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower.  All telephonic notices to
and other telephonic communications with the each Agent may be recorded by such
Agent, and each of the parties hereto hereby consents to such recording.


 


10.03                     No Waiver;
Cumulative Remedies.  No failure by any Lender, the L/C Issuer or
any Agent to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


10.04                     Expenses;
Indemnity; Damage Waiver.


 


(a)                                  Costs
and Expenses.  The Borrower shall
pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its
Affiliates (including the reasonable fees, charges and disbursements of one
counsel for the Agents), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for


 


88

















 


payment thereunder, provided that,
notwithstanding the foregoing, the Borrower will not be required to reimburse
the Administrative Agent for legal fees incurred on behalf of an Eligible
Assignee in connection with any assignment as set forth in Section 12.06(b)(v),
and (iii) all out-of-pocket expenses incurred by each Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for
each Agent, any Lender or the L/C Issuer), in connection with the enforcement
of its rights after the occurrence of an Event of Default (or, during the
continuance of an Event of Default, protection of its rights) (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


 


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


 


(c)                                  Reimbursement
by Lenders.  To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to an
Agent (or any sub-agent thereof), the L/C Issuer or any


 


89

















 


Related Party of any of the foregoing, each
Lender severally agrees to pay to such Agent (or any such sub-agent), the L/C
Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount (except unpaid amounts
relating to upfront closing fees provided in the Fee Letters), provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against such
Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or
against any Related Party of any of the foregoing acting for such Agent (or any
such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.11(d).


 


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


 


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


 


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


 


10.05                     Payments Set Aside. 
To the extent that any payment by or on behalf of the Borrower is made
to the Administrative Agent, the L/C Issuer or any Lender, or the
Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the Administrative
Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such setoff had not occurred, and (b) each Lender and the L/C Issuer
severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a


 


90

















 


rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


10.06                     Successors and Assigns.


 


(a)                                  Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except the Borrower and the Parent may not, nor may any other Loan
Party (except to the extent such Loan Party is permitted in a transaction
permitted by the terms of this Agreement), assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of
this Section, or (iv) to an SPC in accordance with the provisions of
subsection (h) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


(b)                                 Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations) at the time owing to it); provided
that


 


(i)                                     except
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000  unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed);


 


91

















 


(ii)                                  each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned;


 


(iii)                               any
assignment of a Commitment must be approved by the Administrative Agent and the
L/C Issuer unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee);


 


(iv)                              the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 (which such fee is not applicable in connection with an
assignment to an Affiliate of a Lender), and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and


 


(v)                                 each
Eligible Assignee will reimburse the Administrative Agent for the legal costs
incurred by the Administrative Agent (if any) as a direct result of such Assignment
and Assumption (provided that no such legal costs will be incurred on behalf of
any such Eligible Assignee unless such Eligible Assignee requests the
assistance of counsel to the Administrative Agent.)


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date
of such assignment).  Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender.  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.


 


(c)                                  Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
presumptively correct absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the


 


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contrary. 
The Register shall be available for inspection by each of the Borrower
and the L/C Issuer at any reasonable time and from time to time upon reasonable
prior notice.


 


(d)                                 Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.


 


Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any  provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first
proviso to Section 10.01 that directly affects such
Participant.  Subject to
subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05  to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08  as
though it were a Lender, provided such Participant agrees to be subject
to Section 2.12 as though it were a Lender.


 


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


 


(f)                                    Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release
such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.


 


(g)                                 Electronic
Execution of Assignments.  The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually


 


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executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


(h)                                 Special
Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an “SPC”) the option to provide
all or any part of any Committed Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Committed
Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
to make all or any part of such Committed Loan, the Granting Lender shall be
obligated to make such Committed Loan pursuant to the terms hereof or, if it
fails to do so, to make such payment to the Administrative Agent as is required
under Section 2.11(b)(ii). 
Each party hereto hereby agrees that (i) neither the grant to any SPC
nor the exercise by any SPC of such option shall increase the costs or expenses
or otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or
other modification of any provision of any Loan Document, remain the lender of
record hereunder.  The making of a
Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Committed Loan were made by such
Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee of $1,000.00, assign all or any portion of its
right to receive payment with respect to any Committed Loan to the Granting
Lender, and subject to Section 10.07, such SPC may disclose on a
confidential basis any non-public information relating to its funding of
Committed Loans to any rating agency, commercial paper dealer or provider of
any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


10.07                     Treatment
of Certain Information; Confidentiality. 
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates’ and to its Affiliates’
respective directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have


 


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jurisdiction over it (including any self-regulatory authority, such as
the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the a Loan Party.


 


For purposes of this Section, “Information”
means all information received from the Parent, the Borrower or any Subsidiary
relating to the Parent, the Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Parent, the Borrower or any Subsidiary, provided
that, in the case of information received from the Parent, the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.


 


10.08                     Right of Setoff. 
If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, after obtaining the prior written
consent of the Administrative Agent, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final, in whatever currency (but not trust accounts))
at any time held and other obligations (in whatever currency) at any time owing
by such Lender, the L/C Issuer or any such Affiliate to or for the credit or
the account of the Borrower or any other Loan Party against any and all of the
obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or the L/C Issuer different
from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each
Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have.  Each Lender and the L/C Issuer
agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 


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10.09                     Interest Rate Limitation. 
Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the “Maximum Rate”).  If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


 


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


 


10.11                     Survival
of Representations and Warranties.  All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such representations and warranties have
been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender
or on their behalf, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or
any Letter of Credit shall remain outstanding.


 


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


 


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


 


(a)                                  any
Lender requests compensation under Section 3.04,


 


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


 


(c)                                  any
Lender is a Defaulting Lender,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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10.14                     Governing
Law; Jurisdiction; Etc.


 


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


 


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


 


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


 


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


 


10.15                     Waiver of Jury Trial.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR


 


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THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


10.16                     FCC Compliance.


 


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


 


(b)                                 Furthermore,
the parties acknowledge their intent that, upon the occurrence of an Event of
Default, the Lenders shall receive, to the fullest extent permitted by
applicable law and governmental policy (including, the rules, regulations and
policies of the FCC), all rights necessary or desirable to obtain, use or sell
the Licenses and the Collateral securing the Obligations, and to exercise all
remedies available to them under this Agreement, the Loan Documents, the
Uniform Commercial Code or other applicable law.  Therefore, the parties agree that, in the event of changes in law
or governmental policy occurring after the date hereof that affect in any
manner the Administrative Agent’s or the Lenders’ rights of access to, or use
or sale of, the Licenses or such Collateral, or the procedures necessary to
enable the Administrative Agent or the Lenders to obtain such rights of access,
use or sale, the Administrative Agent, the Lenders, the Parent and the Borrower
shall amend this Agreement and the Loan Documents in such manner as the
Administrative Agent shall reasonably request, in order


 


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to provide the Administrative Agent and the
Lenders such rights to the greatest extent possible consistent with then
applicable Law and governmental policy.


 


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


 


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


 


10.19                     Designation
as Senior Indebtedness.  All Obligations shall be “Designated Senior
Indebtedness” for purposes of and as defined in that certain Indenture, and all
supplemental indentures thereto, and all other indentures and other
Indebtedness of the Parent, the Borrower and their Subsidiaries.


 


10.20                     Amendment,
Restatement, Increase, Extension Renewal and Increase in Uncommitted Option. 
This Agreement is a renewal, amendment, restatement and increase of the
Existing Credit Agreement, and, as such, except for the “Obligations” as
defined in the Existing Credit Agreement (which shall survive, be renewed and
restated by the terms of this Agreement), all other terms and provisions
supersede in their entirety the Existing Credit Agreement.  All pledge agreements granting a pledge in
the Equity Interests of the Borrower and the Subsidiaries of the Borrower and
the Parent, and all guaranties executed by the Parent and the Subsidiaries of
the Parent and the Borrower executed and delivered in connection with this
Agreement that restate any previously granted interest shall supersede any
pledge agreements, guaranties and other documents and instruments granting any
such security interest or guaranty that were executed and delivered in
connection with the Existing Credit Agreement (the “Original Security
Documents”), except for the Liens created under the Original Security Documents
which shall remain valid, binding and enforceable Liens against the Borrower,
the Subsidiaries and each of the other Persons granting any such Liens.  Except to the extent specifically released,
all other Original Security Documents shall continue to secure the Obligations
as herein defined, and shall be in full force and effect.  The Lenders acknowledge that (a) the intent
of this paragraph is to maintain the priority of the Liens in the Equity
Interests of the Borrower and the Subsidiaries of the Parent and the Borrower,
and (b) it is the intent of the parties to this Agreement that the Liens on the
assets of the Parent, the Borrower and their Subsidiaries (other than the Liens
on such Equity Interests) be released and not secure the Obligations under this
Agreement.


 


10.21                     Commitment Letter. 
The provisions of that certain Commitment Letter, dated as of
July 15, 2004, among the Borrower, Bank of America, the Arrangers and
JPMorgan Chase Bank relating to the indemnification by the Borrower and the
payment by the Borrower of costs and expenses of the parties thereto will be
superseded in full by the provisions of this Agreement, notwithstanding the
survival provisions in such letter.


 


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


 


THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


 


	
   

  	
  ENTERCOM RADIO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
  ENTERCOM COMMUNICATIONS CORP.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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  KEYBANK NATIONAL ASSOCIATION, as

  
	
   

  	
  Administrative Agent, L/C Issuer and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  BANK OF AMERICA, N.A., as Syndication

  Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  JPMORGAN CHASE BANK, as Co-

  Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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