EX-4.5








    Exhibit 4.5



 



    INDENTURE

    Dated as of March 26, 2009

    Among

    CMP SUSQUEHANNA CORP.,

    THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

    and

    WELLS FARGO BANK, N.A.,

    as Trustee

    VARIABLE RATE SENIOR SUBORDINATED

    SECURED SECOND LIEN NOTES DUE 2014



 












 







    TABLE OF
    CONTENTS



	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	
 
	
 
	
	
 
	 
	

    ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE


	
 
	 
	
    1
	 

	

    Section 1.01
    


	
 
	
    Definitions
	
 
	 
	
    1
	 

	

    Section 1.02
    


	
 
	
    Other Definitions
	
 
	 
	
    23
	 

	

    Section 1.03
    


	
 
	
    Reserved
	
 
	 
	
    24
	 

	

    Section 1.04
    


	
 
	
    Rules of Construction
	
 
	 
	
    24
	 

	

    Section 1.05
    


	
 
	
    Acts of Holders
	
 
	 
	
    24
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 2  THE
    NOTES
    
	
 
	 
	
    25
	 

	

    Section 2.01
    


	
 
	
    Form and Dating; Terms
	
 
	 
	
    25
	 

	

    Section 2.02
    


	
 
	
    Execution and Authentication
	
 
	 
	
    26
	 

	

    Section 2.03
    


	
 
	
    Registrar and Paying Agent
	
 
	 
	
    27
	 

	

    Section 2.04
    


	
 
	
    Paying Agent to Hold Money in Trust
	
 
	 
	
    27
	 

	

    Section 2.05
    


	
 
	
    Holder Lists
	
 
	 
	
    27
	 

	

    Section 2.06
    


	
 
	
    Transfer and Exchange
	
 
	 
	
    27
	 

	

    Section 2.07
    


	
 
	
    Replacement Notes
	
 
	 
	
    36
	 

	

    Section 2.08
    


	
 
	
    Outstanding Notes
	
 
	 
	
    36
	 

	

    Section 2.09
    


	
 
	
    Treasury Notes
	
 
	 
	
    36
	 

	

    Section 2.10
    


	
 
	
    Temporary Notes
	
 
	 
	
    37
	 

	

    Section 2.11
    


	
 
	
    Cancellation
	
 
	 
	
    37
	 

	

    Section 2.12
    


	
 
	
    Defaulted Interest
	
 
	 
	
    37
	 

	

    Section 2.13
    


	
 
	
    CUSIP Numbers
	
 
	 
	
    37
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 3  REDEMPTION
    
	
 
	 
	
    38
	 

	

    Section 3.01
    


	
 
	
    Notices to Trustee
	
 
	 
	
    38
	 

	

    Section 3.02
    


	
 
	
    Selection of Notes to Be Redeemed
	
 
	 
	
    38
	 

	

    Section 3.03
    


	
 
	
    Notice of Redemption
	
 
	 
	
    38
	 

	

    Section 3.04
    


	
 
	
    Effect of Notice of Redemption
	
 
	 
	
    39
	 

	

    Section 3.05
    


	
 
	
    Deposit of Redemption Price
	
 
	 
	
    39
	 

	

    Section 3.06
    


	
 
	
    Notes Redeemed in Part
	
 
	 
	
    39
	 

	

    Section 3.07
    


	
 
	
    Optional Redemption
	
 
	 
	
    39
	 

	

    Section 3.08
    


	
 
	
    Mandatory Redemption
	
 
	 
	
    40
	 

	

    Section 3.09
    


	
 
	
    Offers to Repurchase by Application of Excess Proceeds
	
 
	 
	
    40
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 4  COVENANTS
    
	
 
	 
	
    41
	 

	

    Section 4.01
    


	
 
	
    Payment of Notes
	
 
	 
	
    41
	 

	

    Section 4.02
    


	
 
	
    Maintenance of Office or Agency
	
 
	 
	
    41
	 

	

    Section 4.03
    


	
 
	
    Reports and Other Information
	
 
	 
	
    42
	 

	

    Section 4.04
    


	
 
	
    Compliance Certificate
	
 
	 
	
    42
	 

	

    Section 4.05
    


	
 
	
    Taxes
	
 
	 
	
    42
	 

	

    Section 4.06
    


	
 
	
    Stay, Extension and Usury Laws
	
 
	 
	
    42
	 

	

    Section 4.07
    


	
 
	
    Limitation on Restricted Payments
	
 
	 
	
    42
	 

	

    Section 4.08
    


	
 
	
    Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries
	
 
	 
	
    47
	 

	

    Section 4.09
    


	
 
	
    Limitation on Incurrence of Indebtedness and Issuance of
    Disqualified Stock and Preferred Stock
	
 
	 
	
    48
	 

	

    Section 4.10
    


	
 
	
    Asset Sales
	
 
	 
	
    52
	 

	

    Section 4.11
    


	
 
	
    Transactions with Affiliates
	
 
	 
	
    54
	 





    

    i








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 4.12
    


	
 
	
    Liens
	
 
	 
	
    55
	 

	

    Section 4.13
    


	
 
	
    Corporate Existence
	
 
	 
	
    55
	 

	

    Section 4.14
    


	
 
	
    Offer to Repurchase upon Change of Control
	
 
	 
	
    56
	 

	

    Section 4.15
    


	
 
	
    Limitation on Guarantees of Indebtedness by Restricted
    Subsidiaries
	
 
	 
	
    57
	 

	

    Section 4.16
    


	
 
	
    Limitation on Layering
	
 
	 
	
    58
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 5  SUCCESSORS
    
	
 
	 
	
    58
	 

	

    Section 5.01
    


	
 
	
    Merger, Consolidation or Sale of All or Substantially All Assets
	
 
	 
	
    58
	 

	

    Section 5.02
    


	
 
	
    Successor Corporation Substituted
	
 
	 
	
    60
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 6  DEFAULTS
    AND REMEDIES
    
	
 
	 
	
    60
	 

	

    Section 6.01
    


	
 
	
    Events of Default
	
 
	 
	
    60
	 

	

    Section 6.02
    


	
 
	
    Acceleration
	
 
	 
	
    62
	 

	

    Section 6.03
    


	
 
	
    Other Remedies
	
 
	 
	
    63
	 

	

    Section 6.04
    


	
 
	
    Waiver of Past Defaults
	
 
	 
	
    63
	 

	

    Section 6.05
    


	
 
	
    Control by Majority
	
 
	 
	
    63
	 

	

    Section 6.06
    


	
 
	
    Limitation on Suits
	
 
	 
	
    63
	 

	

    Section 6.07
    


	
 
	
    Rights of Holders of Notes to Receive Payment
	
 
	 
	
    63
	 

	

    Section 6.08
    


	
 
	
    Collection Suit by Trustee
	
 
	 
	
    64
	 

	

    Section 6.09
    


	
 
	
    Restoration of Rights and Remedies
	
 
	 
	
    64
	 

	

    Section 6.10
    


	
 
	
    Rights and Remedies Cumulative
	
 
	 
	
    64
	 

	

    Section 6.11
    


	
 
	
    Delay or Omission Not Waiver
	
 
	 
	
    64
	 

	

    Section 6.12
    


	
 
	
    Trustee May File Proofs of Claim
	
 
	 
	
    64
	 

	

    Section 6.13
    


	
 
	
    Priorities
	
 
	 
	
    65
	 

	

    Section 6.14
    


	
 
	
    Undertaking for Costs
	
 
	 
	
    65
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 7  TRUSTEE
    
	
 
	 
	
    65
	 

	

    Section 7.01
    


	
 
	
    Duties of Trustee
	
 
	 
	
    65
	 

	

    Section 7.02
    


	
 
	
    Rights of Trustee
	
 
	 
	
    66
	 

	

    Section 7.03
    


	
 
	
    Individual Rights of Trustee
	
 
	 
	
    67
	 

	

    Section 7.04
    


	
 
	
    Trustee’s Disclaimer
	
 
	 
	
    67
	 

	

    Section 7.05
    


	
 
	
    Notice of Defaults
	
 
	 
	
    67
	 

	

    Section 7.06
    


	
 
	
    Reserved
	
 
	 
	
    67
	 

	

    Section 7.07
    


	
 
	
    Compensation and Indemnity
	
 
	 
	
    67
	 

	

    Section 7.08
    


	
 
	
    Replacement of Trustee
	
 
	 
	
    68
	 

	

    Section 7.09
    


	
 
	
    Successor Trustee by Merger, etc.
	
 
	 
	
    69
	 

	

    Section 7.10
    


	
 
	
    Eligibility; Disqualification
	
 
	 
	
    69
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 8  LEGAL
    DEFEASANCE AND COVENANT DEFEASANCE
    
	
 
	 
	
    69
	 

	

    Section 8.01
    


	
 
	
    Option to Effect Legal Defeasance or Covenant Defeasance
	
 
	 
	
    69
	 

	

    Section 8.02
    


	
 
	
    Legal Defeasance and Discharge
	
 
	 
	
    69
	 

	

    Section 8.03
    


	
 
	
    Covenant Defeasance
	
 
	 
	
    69
	 

	

    Section 8.04
    


	
 
	
    Conditions to Legal or Covenant Defeasance
	
 
	 
	
    70
	 

	

    Section 8.05
    


	
 
	
    Deposited Money and Government Securities to Be Held in Trust;
    Other Miscellaneous Provisions
	
 
	 
	
    71
	 

	

    Section 8.06
    


	
 
	
    Repayment to Issuer
	
 
	 
	
    71
	 

	

    Section 8.07
    


	
 
	
    Reinstatement
	
 
	 
	
    71
	 





    

    ii








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	
    ARTICLE 9  AMENDMENT,
    SUPPLEMENT AND WAIVER
    
	
 
	 
	
    72
	 

	

    Section 9.01
    


	
 
	
    Without Consent of Holders of Notes
	
 
	 
	
    72
	 

	

    Section 9.02
    


	
 
	
    With Consent of Holders of Notes
	
 
	 
	
    73
	 

	

    Section 9.03
    


	
 
	
    With Consent of Representatives of Designated Senior Indebtedness
	
 
	 
	
    74
	 

	

    Section 9.04
    


	
 
	
    Revocation and Effect of Consents
	
 
	 
	
    74
	 

	

    Section 9.05
    


	
 
	
    Notation on or Exchange of Notes
	
 
	 
	
    74
	 

	

    Section 9.06
    


	
 
	
    Trustee to Sign Amendments, etc.
	
 
	 
	
    74
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 10  COLLATERAL
    AND SECURITY
    
	
 
	 
	
    75
	 

	

    Section 10.01
    


	
 
	
    Collateral and Security Documents
	
 
	 
	
    75
	 

	

    Section 10.02


	
 
	
    Equal and Ratable Sharing of Collateral by Holders of Parity
    Lien Debt
	
 
	 
	
    75
	 

	

    Section 10.03
    


	
 
	
    Ranking of Parity Liens
	
 
	 
	
    76
	 

	

    Section 10.04
    


	
 
	
    Relative Rights
	
 
	 
	
    76
	 

	

    Section 10.05
    


	
 
	
    Perfection; Insurance
	
 
	 
	
    76
	 

	

    Section 10.06
    


	
 
	
    Release of Collateral
	
 
	 
	
    77
	 

	

    Section 10.07
    


	
 
	
    Permitted Releases Not To Impair Lien
	
 
	 
	
    78
	 

	

    Section 10.08
    


	
 
	
    Certificates of the Trustee
	
 
	 
	
    78
	 

	

    Section 10.09
    


	
 
	
    Suits To Protect the Collateral
	
 
	 
	
    78
	 

	

    Section 10.10
    


	
 
	
    Authorization of Receipt of Funds by the Trustee Under the
    Security Documents
	
 
	 
	
    79
	 

	

    Section 10.11
    


	
 
	
    Powers Exercisable by Receiver or Trustee
	
 
	 
	
    79
	 

	

    Section 10.12
    


	
 
	
    Release Upon Termination of the Company’s Obligations
	
 
	 
	
    79
	 

	

    Section 10.13
    


	
 
	
    Notes Collateral Agent
	
 
	 
	
    79
	 

	

    Section 10.14
    


	
 
	
    Designations
	
 
	 
	
    80
	 

	

    Section 10.15
    


	
 
	
    Intercreditor Agreement Governs
	
 
	 
	
    80
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 11  SUBORDINATION
    
	
 
	 
	
    80
	 

	

    Section 11.01
    


	
 
	
    Agreement To Subordinate
	
 
	 
	
    80
	 

	

    Section 11.02
    


	
 
	
    Liquidation, Dissolution, Bankruptcy
	
 
	 
	
    81
	 

	

    Section 11.03
    


	
 
	
    Default on Senior Indebtedness of the Issuer
	
 
	 
	
    81
	 

	

    Section 11.04
    


	
 
	
    Acceleration of Payment of Notes
	
 
	 
	
    82
	 

	

    Section 11.05
    


	
 
	
    When Distribution Must Be Paid Over
	
 
	 
	
    82
	 

	

    Section 11.06
    


	
 
	
    Subrogation
	
 
	 
	
    82
	 

	

    Section 11.07
    


	
 
	
    Relative Rights
	
 
	 
	
    83
	 

	

    Section 11.08
    


	
 
	
    Subordination May Not Be Impaired by Issuer
	
 
	 
	
    83
	 

	

    Section 11.09
    


	
 
	
    Rights of Trustee and Paying Agent
	
 
	 
	
    83
	 

	

    Section 11.10
    


	
 
	
    Distribution or Notice to Representative
	
 
	 
	
    83
	 

	

    Section 11.11


	
 
	
    Article 11 Not To Prevent Events of Default or Limit Right To
    Accelerate
	
 
	 
	
    83
	 

	

    Section 11.12


	
 
	
    Trust Moneys Not Subordinated
	
 
	 
	
    83
	 

	

    Section 11.13


	
 
	
    Trustee Entitled To Rely
	
 
	 
	
    84
	 

	

    Section 11.14


	
 
	
    Trustee To Effectuate Subordination
	
 
	 
	
    84
	 

	

    Section 11.15


	
 
	
    Trustee Not Fiduciary for Holders of Senior Indebtedness of the
    Issuer
	
 
	 
	
    84
	 

	

    Section 11.16


	
 
	
    Reliance by Holders of Senior Indebtedness of the Issuer on
    Subordination Provisions
	
 
	 
	
    85
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 12  GUARANTEES
    
	
 
	 
	
    85
	 

	

    Section 12.01
    


	
 
	
    Guarantee
	
 
	 
	
    85
	 





    

    iii








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 12.02
    


	
 
	
    Limitation on Guarantor Liability
	
 
	 
	
    86
	 

	

    Section 12.03
    


	
 
	
    Execution and Delivery
	
 
	 
	
    87
	 

	

    Section 12.04
    


	
 
	
    Subrogation
	
 
	 
	
    87
	 

	

    Section 12.05
    


	
 
	
    Benefits Acknowledged
	
 
	 
	
    87
	 

	

    Section 12.06
    


	
 
	
    Release of Guarantees
	
 
	 
	
    87
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 13  SUBORDINATION
    OF GUARANTEES
    
	
 
	 
	
    88
	 

	

    Section 13.01
    


	
 
	
    Agreement To Subordinate
	
 
	 
	
    88
	 

	

    Section 13.02
    


	
 
	
    Liquidation, Dissolution, Bankruptcy
	
 
	 
	
    88
	 

	

    Section 13.03
    


	
 
	
    Default on Senior Indebtedness of a Guarantor
	
 
	 
	
    88
	 

	

    Section 13.04
    


	
 
	
    Demand for Payment
	
 
	 
	
    89
	 

	

    Section 13.05
    


	
 
	
    When Distribution Must Be Paid Over
	
 
	 
	
    90
	 

	

    Section 13.06
    


	
 
	
    Subrogation
	
 
	 
	
    90
	 

	

    Section 13.07
    


	
 
	
    Relative Rights
	
 
	 
	
    90
	 

	

    Section 13.08
    


	
 
	
    Subordination May Not Be Impaired by a Guarantor
	
 
	 
	
    90
	 

	

    Section 13.09
    


	
 
	
    Rights of Trustee and Paying Agent
	
 
	 
	
    90
	 

	

    Section 13.10
    


	
 
	
    Distribution or Notice to Representative
	
 
	 
	
    90
	 

	

    Section 13.11
    


	
 
	
    Article 13 Not To Prevent Events of Default or Limit Right To
    Demand Payment
	
 
	 
	
    91
	 

	

    Section 13.12


	
 
	
    Trust Moneys Not Subordinated
	
 
	 
	
    91
	 

	

    Section 13.13


	
 
	
    Trustee Entitled To Rely
	
 
	 
	
    91
	 

	

    Section 13.14


	
 
	
    Trustee To Effectuate Subordination
	
 
	 
	
    91
	 

	

    Section 13.15


	
 
	
    Trustee Not Fiduciary for Holders of Senior Indebtedness of
    Guarantors
	
 
	 
	
    92
	 

	

    Section 13.16


	
 
	
    Reliance by Holders of Senior Indebtedness of a Guarantor on
    Subordination Provisions
	
 
	 
	
    92
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 14  SATISFACTION
    AND DISCHARGE
    
	
 
	 
	
    92
	 

	

    Section 14.01
    


	
 
	
    Satisfaction and Discharge
	
 
	 
	
    92
	 

	

    Section 14.02
    


	
 
	
    Application of Trust Money
	
 
	 
	
    93
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE 15  MISCELLANEOUS
    
	
 
	 
	
    93
	 

	

    Section 15.01
    


	
 
	
    Reserved
	
 
	 
	
    93
	 

	

    Section 15.02
    


	
 
	
    Notices
	
 
	 
	
    93
	 

	

    Section 15.03
    


	
 
	
    Reserved
	
 
	 
	
    94
	 

	

    Section 15.04
    


	
 
	
    Certificate and Opinion as to Conditions Precedent
	
 
	 
	
    94
	 

	

    Section 15.05
    


	
 
	
    Statements Required in Certificate or Opinion
	
 
	 
	
    94
	 

	

    Section 15.06
    


	
 
	
    Rules by Trustee and Agents
	
 
	 
	
    95
	 

	

    Section 15.07
    


	
 
	
    No Personal Liability of Directors, Officers, Employees and
    Stockholders
	
 
	 
	
    95
	 

	

    Section 15.08
    


	
 
	
    Governing Law
	
 
	 
	
    95
	 

	

    Section 15.09
    


	
 
	
    Waiver of Jury Trial
	
 
	 
	
    95
	 

	

    Section 15.10
    


	
 
	
    Force Majeure
	
 
	 
	
    95
	 

	

    Section 15.11
    


	
 
	
    Adverse Interpretation of Other Agreements
	
 
	 
	
    95
	 

	

    Section 15.12
    


	
 
	
    Successors
	
 
	 
	
    95
	 

	

    Section 15.13
    


	
 
	
    Severability
	
 
	 
	
    96
	 

	

    Section 15.14
    


	
 
	
    Counterpart Originals
	
 
	 
	
    96
	 

	

    Section 15.15
    


	
 
	
    Table of Contents, Headings, etc.
	
 
	 
	
    96
	 










    

    iv








 







    TABLE OF
    CONTENTS



	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    SCHEDULES


	
 
	 
	
 
	 

	

    Schedule A


	
 
	
    Subsidiary Guarantors
	
 
	 
	
    99
	 

	
 
	
 
	
	
 
	 
	

    EXHIBITS


	
 
	 
	
 
	 

	

    Exhibit A


	
 
	
    Form of Note
	
 
	 
	
    A-1
	 

	

    Exhibit B


	
 
	
    Form of Certificate of Transfer
	
 
	 
	
    B-1
	 

	

    Exhibit C


	
 
	
    Form of Certificate of Exchange
	
 
	 
	
    C-1
	 

	

    Exhibit D


	
 
	
    Form of Supplemental Indenture to Be Delivered by Subsequent
    Guarantors
	
 
	 
	
    D-1
	 

	

    Exhibit E


	
 
	
    Form of Intercreditor Agreement
	
 
	 
	
    E-1
	 










    

    v








 






    INDENTURE, dated as of March 26, 2009, among CMP
    Susquehanna Corp., a Delaware corporation
    (“CMP”), the Guarantors (as defined herein)
    listed on the signature pages hereto and Wells Fargo Bank, N.A.,
    as Trustee (the “Trustee”).



 




    WITNESSETH



 



    WHEREAS, CMP has duly authorized the creation of an issue of up
    to $15,000,000 aggregate principal amount of Variable Rate
    Senior Subordinated Secured Second Lien Notes due 2014; and



 



    WHEREAS, each of CMP and each of the Guarantors has duly
    authorized the execution and delivery of this Indenture.



 



    NOW, THEREFORE, each of CMP, the Guarantors and the Trustee
    agrees as follows for the benefit of each other and for the
    equal and ratable benefit of the Holders of the Notes.



 




    ARTICLE 1

    



 




    DEFINITIONS
    AND INCORPORATION BY REFERENCE
    



 



    Section 1.01  Definitions.



 



    “144A Global Note” means a Global Note
    substantially in the form of Exhibit A hereto,
    bearing the Global Note Legend and the Private Placement
    Legend and deposited with or on behalf of, and registered in the
    name of, the Depositary or its nominee that will be issued in a
    denomination equal to the outstanding principal amount of the
    Notes sold in reliance on Rule 144A.



 



    “Acquired Indebtedness” means, with
    respect to any specified Person,



 



    (1) Indebtedness of any other Person existing at the time
    such other Person is merged with or into or became a Restricted
    Subsidiary of such specified Person, including Indebtedness
    incurred in connection with, or in contemplation of, such other
    Person merging with or into or becoming a Restricted Subsidiary
    of such specified Person, and



 



    (2) Indebtedness secured by a Lien encumbering any asset
    acquired by such specified Person.



 



    “Additional Notes” means additional
    Notes issued from time to time under this Indenture in
    accordance with Sections 2.01 and 4.09 hereof.



 



    “Advisory Services Agreement” means the
    advisory services agreement dated May 5, 2006 among Parent
    Holdings, the Issuer, Cumulus Media Partners, LLC, a Delaware
    limited liability company, and affiliates of the members of the
    Consortium named therein, as amended, restated, supplemented or
    otherwise modified.



 



    “Affiliate” of any specified Person
    means any other Person directly or indirectly controlling or
    controlled by or under direct or indirect common control with
    such specified Person. For purposes of this definition,
    “control” (including, with correlative meanings, the
    terms “controlling,” “controlled by” and
    “under common control with”), as used with respect to
    any Person, shall mean the possession, directly or indirectly,
    of the power to direct or cause the direction of the management
    or policies of such Person, whether through the ownership of
    voting securities, by agreement or otherwise.



 



    “Agent” means any Registrar or Paying
    Agent.



 



    “Applicable Procedures” means, with
    respect to any transfer or exchange of or for beneficial
    interests in any Global Note, the rules and procedures of the
    Depositary, Euroclear
    and/or
    Clearstream that apply to such transfer or exchange.



 



    “Asset Sale” means:



 



    (1) the sale, conveyance, transfer or other disposition,
    whether in a single transaction or a series of related
    transactions, of property or assets (including by way of a Sale
    and Lease-Back Transaction) of the Issuer or any of its
    Restricted Subsidiaries (each referred to in this definition as
    a “disposition”); or




    

    1








 





 



    (2) the issuance or sale of Equity Interests of any
    Restricted Subsidiary, whether in a single transaction or a
    series of related transactions;



 



    in each case, other than:



 



    (a) any disposition of Cash Equivalents or Investment Grade
    Securities or obsolete or worn out equipment in the ordinary
    course of business or any disposition of inventory or goods (or
    other assets) held for sale in the ordinary course of business;



 



    (b) the disposition of all or substantially all of the
    assets of the Issuer in a manner permitted pursuant to the
    provisions described under Section 5.01 hereof or any
    disposition that constitutes a Change of Control pursuant to
    this Indenture;



 



    (c) the making of any Restricted Payment or Permitted
    Investment that is permitted to be made, and is made, under
    Section 4.07 hereof;



 



    (d) any disposition of assets or issuance or sale of Equity
    Interests of any Restricted Subsidiary in any transaction or
    series of transactions with an aggregate fair market value of
    less than $5.0 million;



 



    (e) any disposition of property or assets or issuance of
    securities by a Restricted Subsidiary of the Issuer to the
    Issuer or by the Issuer or a Restricted Subsidiary of the Issuer
    to another Restricted Subsidiary of the Issuer;



 



    (f) to the extent allowable under Section 1031 of the
    Internal Revenue Code of 1986, any exchange of like property
    (excluding any boot thereon) for use in a Similar Business;



 



    (g) the lease, assignment or sub-lease of any real or
    personal property in the ordinary course of business;



 



    (h) any issuance or sale of Equity Interests in, or
    Indebtedness or other securities of, an Unrestricted Subsidiary;



 



    (i) foreclosures on assets;



 



    (j) any financing transaction with respect to property
    built or acquired by the Issuer or any Restricted Subsidiary
    after the Issue Date, including Sale and Lease-Back Transactions
    and asset securitizations permitted by this Indenture; and



 



    (k) the licensing of intellectual property.



 



    “Bank Collateral Agent” means Deutsche
    Bank Trust Company Americas, as Administrative Agent under the
    Senior Credit Facilities (or any successor administrative agent
    or collateral agent thereto under the Senior Credit Facilities),
    or if there are no Senior Credit Facilities, the “Bank
    Collateral Agent” designated pursuant to the terms of
    the documentation governing the Priority Lien Obligations.



 



    “Bankruptcy Law” means Title 11,
    U.S. Code or any similar federal or state law for the
    relief of debtors.



 



    “Business Day” means each day which is
    not a Legal Holiday.



 



    “Calculation Agent” means an agent
    appointed from time to time by the Issuer for the purpose of
    determining the rates of interest in effect from time to time
    with respect to the Notes pursuant to this Indenture and
    calculating the amount of interest payable from time to time
    with respect thereto. Unless otherwise specified, the
    Calculation Agent shall be the Trustee.



 



    “Capital Stock” means:



 



    (1) in the case of a corporation, corporate stock;



 



    (2) in the case of an association or business entity, any
    and all shares, interests, participations, rights or other
    equivalents (however designated) of corporate stock;



 



    (3) in the case of a partnership or limited liability
    company, partnership or membership interests (whether general or
    limited); and




    

    2








 





 



    (4) any other interest or participation that confers on a
    Person the right to receive a share of the profits and losses
    of, or distributions of assets of, the issuing Person.



 



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



 



    “Cash Equivalents” means:



 



    (1) United States dollars;



 



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



 



    (3) certificates of deposit, time deposits and eurodollar
    time deposits with maturities of one year or less from the date
    of acquisition, bankers’ acceptances with maturities not
    exceeding one year and overnight bank deposits, in each case
    with any commercial bank having capital and surplus of not less
    than $500.0 million in the case of U.S. banks and
    $100.0 million (or the U.S. dollar equivalent as of
    the date of determination) in the case of
    non-U.S. banks;



 



    (4) repurchase obligations for underlying securities of the
    types described in clauses (2) and (3) entered into
    with any financial institution meeting the qualifications
    specified in clause (3) above;



 



    (5) commercial paper rated at least
    P-1 by
    Moody’s or at least
    A-1 by
    S&P and in each case maturing within 24 months after
    the date of creation thereof;



 



    (6) marketable short-term money market and similar
    securities having a rating of at least
    P-2 or
    A-2 from
    either Moody’s or S&P, respectively (or, if at any
    time neither Moody’s nor S&P shall be rating such
    obligations, an equivalent rating from another Rating Agency),
    and in each case maturing within 24 months after the date
    of creation thereof;



 



    (7) investment funds investing 95% of their assets in
    securities of the types described in clauses (1) through
    (6) above;



 



    (8) readily marketable direct obligations issued by any
    state, commonwealth or territory of the United States or any
    political subdivision or taxing authority thereof having an
    Investment Grade Rating from either Moody’s or S&P
    with maturities of 24 months or less from the date of
    acquisition;



 



    (9) Indebtedness or Preferred Stock issued by Persons with
    a rating of “A” or higher from S&P or
    “A2” or higher from Moody’s with maturities of
    24 months or less from the date of acquisition; and



 



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



 



    Notwithstanding the foregoing, Cash Equivalents shall include
    amounts denominated in currencies other than those set forth in
    clause (1) above, provided, that such amounts are
    converted into United States dollars as promptly as practicable
    and in any event within ten Business Days following the receipt
    of such amounts.



 



    “Cash Interest Expense” means, with
    respect to any Person for any period, the sum, without
    duplication, of:



 



    (1) the cash component of Consolidated Interest Expense of
    such Person and its Restricted Subsidiaries for such period,
    whether paid or accrued, excluding, without limitation, original
    issue discount, non cash interest expense, amortization and
    write-off of debt issuance costs, the interest component of any
    deferred payment obligations and net payments, if any, pursuant
    to Hedging Obligations; plus



 



    (2) the cash component of Consolidated Interest Expense of
    such Person and its Restricted Subsidiaries that was capitalized
    during such period; plus




    

    3








 





 



    (3) any cash interest payment on Indebtedness of another
    person that is Guaranteed by such Person or one of its
    Restricted Subsidiaries or secured by a Lien on assets of such
    Person or one of its Restricted Subsidiaries, whether or not
    such Guarantee or Lien is called upon and limited to the amount
    of such Guarantee or the fair market value of the property
    secured by such Lien, as the case may be.



 



    “Change of Control” means the occurrence
    of any of the following:



 



    (1) the sale, lease or transfer, in one or a series of
    related transactions, of all or substantially all of the assets
    of the Issuer and its Subsidiaries, taken as a whole, to any
    Person other than a Permitted Holder; or



 



    (2) the Issuer becomes aware of (by way of a report or any
    other filing pursuant to Section 13(d) of the Exchange Act,
    proxy, vote, written notice or otherwise) the acquisition by any
    Person or group (within the meaning of Section 13(d)(3) or
    Section 14(d)(2) of the Exchange Act, or any successor
    provision), including any group acting for the purpose of
    acquiring, holding or disposing of securities (within the
    meaning of
    Rule 13d-5(b)(1)
    under the Exchange Act), other than the Permitted Holders, in a
    single transaction or in a related series of transactions, by
    way of merger, consolidation or other business combination or
    purchase of beneficial ownership (within the meaning of
    Rule 13d-3
    under the Exchange Act, or any successor provision) of 50% or
    more of the total voting power of the Voting Stock of the Issuer
    or any of its direct or indirect parent companies holding
    directly or indirectly 100% of the total voting power of the
    Voting Stock of the Issuer,



 



    provided, that a “Change of Control”
    shall not include a merger, consolidation or other business
    combination involving the Issuer and Cumulus Media Inc.
    and/or its
    controlled Affiliates if the Leverage Ratio of the Successor
    Company immediately following such transaction is not greater
    than the Leverage Ratio of the Issuer immediately prior to such
    merger, consolidation or other business combination.



 



    “Clearstream” means Clearstream Banking,
    Société Anonyme.



 



    “Collateral” means all the collateral
    from time to time described in the Security Documents.



 



    “Consolidated Depreciation and Amortization
    Expense” means with respect to any Person for any
    period, the total amount of depreciation and amortization
    expense, including the amortization of deferred financing fees
    of such Person and its Restricted Subsidiaries for such period
    on a consolidated basis and otherwise determined in accordance
    with GAAP.



 



    “Consolidated Interest Expense” means,
    with respect to any Person for any period, without duplication,
    the sum of:



 



    (1) consolidated interest expense of such Person and its
    Restricted Subsidiaries for such period, to the extent such
    expense was deducted (and not added back) in computing
    Consolidated Net Income (including (a) amortization of
    original issue discount resulting from the issuance of
    Indebtedness at less than par, (b) all commissions,
    discounts and other fees and charges owed with respect to
    letters of credit or bankers acceptances, (c) non-cash
    interest payments (but excluding any non-cash interest expense
    attributable to the movement in the mark to market valuation of
    Hedging Obligations or other derivative instruments pursuant to
    GAAP), (d) the interest component of Capitalized Lease
    Obligations, and (e) net payments, if any; pursuant to
    interest rate Hedging Obligations with respect to Indebtedness,
    and excluding (x) amortization of deferred financing fees,
    debt issuance costs, commissions, fees and expenses,
    (y) any expensing of bridge, commitment and other financing
    fees and (z) commissions, discounts, yield and other fees
    and charges; plus



 



    (2) consolidated capitalized interest of such Person and
    its Restricted Subsidiaries for such period, whether paid or
    accrued; less



 



    (3) interest income for such period.



 



    For purposes of this definition, interest on a Capitalized Lease
    Obligation shall be deemed to accrue at an interest rate
    reasonably determined by such Person to be the rate of interest
    implicit in such Capitalized Lease Obligation in accordance with
    GAAP.




    

    4








 





 



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



 



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



 



    (2) the Net Income for such period shall not include the
    cumulative effect of a change in accounting principles during
    such period,



 



    (3) any after-tax effect of income (loss) from disposed or
    discontinued operations and any net after-tax gains or losses on
    disposal of disposed, abandoned or discontinued operations shall
    be excluded,



 



    (4) any after-tax effect of gains or losses (less all fees
    and expenses relating thereto) attributable to asset
    dispositions other than in the ordinary course of business, as
    determined in good faith by the Issuer, shall be excluded,



 



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



 



    (6) solely for the purpose of determining the amount
    available for Restricted Payments under clause (3)(A) of
    Section 4.07(a) hereof, the Net Income for such period of
    any Restricted Subsidiary (other than any Guarantor) shall be
    excluded if the declaration or payment of dividends or similar
    distributions by that Restricted Subsidiary of its Net Income is
    not at the date of determination wholly permitted without any
    prior governmental approval (which has not been obtained) or,
    directly or indirectly, by the operation of the terms of its
    charter or any agreement, instrument, judgment, decree, order,
    statute, rule, or governmental regulation applicable to that
    Restricted Subsidiary or its stockholders, unless such
    restriction with respect to the payment of dividends or similar
    distributions has been legally waived, provided, that
    Consolidated Net Income of the Issuer will be increased by the
    amount of dividends or other distributions or other payments
    actually paid in cash (or to the extent converted into cash) to
    the Issuer or a Restricted Subsidiary thereof in respect of such
    period, to the extent not already included therein,



 



    (7) effects of adjustments (including the effects of such
    adjustments pushed down to the Issuer and its Restricted
    Subsidiaries) in the property and equipment, other intangible
    assets, deferred revenue and debt line items in such
    Person’s consolidated financial statements pursuant to GAAP
    resulting from the application of purchase accounting in
    relation to any consummated acquisition or the amortization or
    write-off of any amounts thereof, net of taxes, shall be
    excluded,



 



    (8) any after-tax effect of income (loss) from the early
    extinguishment of Indebtedness or Hedging Obligations or other
    derivative instruments shall be excluded,



 



    (9) any impairment charge or asset write-off, in each case,
    pursuant to GAAP and the amortization of intangibles arising
    pursuant to GAAP shall be excluded,



 



    (10) any non-cash compensation expense recorded from grants
    of stock appreciation or similar rights, stock options,
    restricted stock or other rights shall be excluded,



 



    (11) any fees and expenses incurred during such period, or
    any amortization thereof for such period, in connection with any
    acquisition, Investment, Asset Sale, issuance or repayment of
    Indebtedness, issuance of Equity Interests, refinancing
    transaction or amendment or modification of any debt instrument
    (in each case, including any such transaction undertaken but not
    completed) and any charges or non-recurring merger costs
    incurred during such period as a result of any such transaction
    shall be excluded, and



 



    (12) accruals and reserves that are established within
    twelve months after the Issue Date that are so required to be
    established as a result of the Transaction in accordance with
    GAAP shall be excluded.




    

    5








 





 



    Notwithstanding the foregoing, for the purpose of
    Section 4.07(a) hereof only (other than clause (3)(D)
    of Section 4.07(a) hereof), there shall be excluded from
    Consolidated Net Income any income arising from any sale or
    other disposition of Restricted Investments made by the Issuer
    and its Restricted Subsidiaries, any repurchases and redemptions
    of Restricted Investments from the Issuer and its Restricted
    Subsidiaries, any repayments of loans and advances which
    constitute Restricted Investments by the Issuer or any of its
    Restricted Subsidiaries, any sale of the stock of an
    Unrestricted Subsidiary or any distribution or dividend from an
    Unrestricted Subsidiary, in each case only to the extent such
    amounts increase the amount of Restricted Payments permitted
    under clause (3)(D) of Section 4.07(a) hereof.



 



    “Consortium” means Bain Capital
    Partners, LLC, The Blackstone Group, Thomas H. Lee Partners,
    L.P. and Cumulus Media Inc. and each of their respective
    Affiliates but not including, however, any portfolio companies
    of any of the foregoing.



 



    “Contingent Obligations” means, with
    respect to any Person, any obligation of such Person
    guaranteeing any leases, dividends or other obligations that do
    not constitute Indebtedness (“primary obligations”) of
    any other Person (the “primary obligor”) in any
    manner, whether directly or indirectly, including, without
    limitation, any obligation of such Person, whether or not
    contingent,



 



    (1) to purchase any such primary obligation or any property
    constituting direct or indirect security therefor,



 



    (2) to advance or supply funds



 



    (a) for the purchase or payment of any such primary
    obligation, or



 



    (b) to maintain working capital or equity capital of the
    primary obligor or otherwise to maintain the net worth or
    solvency of the primary obligor, or



 



    (3) to purchase property, securities or services primarily
    for the purpose of assuring the owner of any such primary
    obligation of the ability of the primary obligor to make payment
    of such primary obligation against loss in respect thereof.



 



    “Contribution Indebtedness” means
    Indebtedness of the Issuer or any Subsidiary Guarantor in an
    aggregate principal amount not greater than twice the aggregate
    amount of cash contributions (other than Excluded Contributions)
    made to the capital of the Issuer or such Subsidiary Guarantor
    after the Issue Date; provided, that such Contribution
    Indebtedness:



 



    (1) if the aggregate principal amount of such Contribution
    Indebtedness is greater than one times such cash contributions
    to the capital of the Issuer or such Subsidiary Guarantor, as
    applicable, the amount of such excess shall be (A)(x)
    Subordinated Indebtedness (other than Secured Indebtedness) or
    (y) Senior Subordinated Indebtedness (other than Secured
    Indebtedness) and (B) Indebtedness with a Stated Maturity
    later than the Stated Maturity of the Notes, and



 



    (2) (a) is incurred within 180 days after the
    making of such cash contributions and (b) is so designated
    as Contribution Indebtedness pursuant to an Officer’s
    Certificate on the date of the incurrence thereof.



 



    “Corporate Trust Office of the
    Trustee” shall be at the address of the Trustee
    specified in Section 15.02 hereof or such other address as
    to which the Trustee may give notice to the Holders and the
    Issuer.



 



    “Credit Facilities” means, with respect
    to the Issuer or any of its Restricted Subsidiaries, one or more
    debt facilities, including the Senior Credit Facilities, or
    other financing arrangements (including, without limitation,
    commercial paper facilities or indentures) providing for
    revolving credit loans, term loans, letters of credit or other
    long-term indebtedness, including any notes, mortgages,
    guarantees, collateral documents, instruments and agreements
    executed in connection therewith, and any amendments,
    supplements, modifications, extensions, renewals, restatements
    or refundings thereof and any indentures or credit facilities or
    commercial paper facilities that replace, refund or refinance
    any part of the loans, notes, other credit facilities or
    commitments thereunder, including any such replacement,
    refunding or refinancing facility or indenture that increases
    the amount permitted to be borrowed thereunder or alters the
    maturity thereof or adds Restricted Subsidiaries as additional
    borrowers or guarantors thereunder and whether by the same or
    any other agent, lender or group of lenders.




    

    6








 





 



    “Custodian” means the Trustee, as
    custodian with respect to the Notes in global form, or any
    successor entity thereto.



 



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



 



    “Definitive Note” means a certificated
    Note registered in the name of the Holder thereof and issued in
    accordance with Section 2.06(c) hereof, substantially in
    the form of Exhibit A hereto, except that such Note
    shall not bear the Global Note Legend and shall not have
    the “Schedule of Exchanges of Interests in the Global
    Note” attached thereto.



 



    “Depositary” means, with respect to the
    Notes issuable or issued in whole or in part in global form, the
    Person specified in Section 2.03 hereof as the Depositary
    with respect to the Notes, and any and all successors thereto
    appointed as Depositary hereunder and having become such
    pursuant to the applicable provisions of this Indenture.



 



    “Designated Non-cash Consideration”
    means the fair market value of non-cash consideration received
    by the Issuer or a Restricted Subsidiary in connection with an
    Asset Sale that is so designated as Designated Non-cash
    Consideration pursuant to an Officer’s Certificate, setting
    forth the basis of such valuation, executed by the principal
    financial officer of the Issuer, less the amount of cash or Cash
    Equivalents received in connection with a subsequent sale of or
    collection on such Designated Non-cash Consideration.



 



    “Designated Preferred Stock” means
    Preferred Stock of the Issuer or any parent corporation thereof
    (in each case other than Disqualified Stock) that is issued for
    cash (other than to a Restricted Subsidiary or an employee stock
    ownership plan or trust established by the Issuer or any of its
    Subsidiaries) and is so designated as Designated Preferred
    Stock, pursuant to an Officer’s Certificate executed by the
    principal financial officer of the Issuer or the applicable
    parent corporation thereof, as the case may be, on the issuance
    date thereof, the cash proceeds of which are excluded from the
    calculation set forth in clause (3) of Section 4.07(a)
    hereof.



 



    “Designated Senior Indebtedness” means:



 



    (1) any Indebtedness outstanding under the Senior Credit
    Facilities; and



 



    (2) any other Senior Indebtedness permitted under this
    Indenture, the principal amount of which is $25.0 million
    or more and that has been specifically designated by the Issuer
    in the instrument evidencing or governing such Senior
    Indebtedness as “Designated Senior
    Indebtedness” for purposes of this Indenture.



 



    “Dickey Family” means Lewis W.
    Dickey, Jr. and John W. Dickey.



 



    “Disqualified Stock” means, with respect
    to any Person, any Capital Stock of such Person which, by its
    terms, or by the terms of any security into which it is
    convertible or for which it is putable or exchangeable, or upon
    the happening of any event, matures or is mandatorily redeemable
    (other than solely as a result of a change of control or asset
    sale) pursuant to a sinking fund obligation or otherwise, or is
    redeemable at the option of the holder thereof (other than
    solely as a result of a change of control or asset sale), in
    whole or in part, in each case prior to the date 91 days
    after the earlier of the maturity date of the Notes or the date
    the Notes are no longer outstanding; provided,
    however, that if such Capital Stock is issued to any plan
    for the benefit of employees of the Issuer or its Subsidiaries
    or by any such plan to such employees, such Capital Stock shall
    not constitute Disqualified Stock solely because it may be
    required to be repurchased by the Issuer or its Subsidiaries in
    order to satisfy applicable statutory or regulatory obligations.



 



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



 



    (1) increased (without duplication) by:



 



    (a) provision for taxes based on income or profits or
    capital, including, without limitation, state, franchise and
    similar taxes and foreign withholding taxes of such Person paid
    or accrued during such period deducted (and not added back) in
    computing Consolidated Net Income; plus



 



    (b) Fixed Charges of such Person for such period (including
    (i) net losses or Hedging Obligations or other derivative
    instruments entered into for the purpose of hedging interest
    rate risk and (ii) costs of surety bonds in




    

    7








 






    connection with financing activities, in each case, to the
    extent included in Fixed Charges) to the extent the same was
    deducted (and not added back) in calculating such Consolidated
    Net Income; plus



 



    (c) Consolidated Depreciation and Amortization Expense of
    such Person for such period to the extent the same were deducted
    (and not added back) in computing Consolidated Net Income;
    plus



 



    (d) any expenses or charges (other than depreciation or
    amortization expense) related to any Equity Offering, Permitted
    Investment, acquisition, disposition, recapitalization or the
    incurrence of Indebtedness permitted to be incurred by this
    Indenture (including a refinancing thereof) (whether or not
    successful), including (i) such fees, expenses or charges
    related to the offering of the Notes and the Credit Facilities
    and (ii) any amendment or other modification of the Notes,
    and, in each case, deducted (and not added back) in computing
    Consolidated Net Income; plus



 



    (e) the amount of any restructuring charge or reserve
    deducted (and not added back) in such period in computing
    Consolidated Net Income, including any one-time costs incurred
    in connection with acquisitions after the Issue Date and costs
    related to the closure
    and/or
    consolidation of facilities; plus



 



    (f) any other non-cash charges, including any write offs or
    write downs, reducing Consolidated Net Income for such period
    (provided, that if any such non-cash charges represent an
    accrual or reserve for potential cash items in any future
    period, the cash payment in respect thereof in such future
    period shall be subtracted from EBITDA to such extent, and
    excluding amortization of a prepaid cash item that was paid in a
    prior period); plus



 



    (g) the amount of any minority interest expense consisting
    of Subsidiary income attributable to minority equity interests
    of third parties in any non-Wholly Owned Subsidiary deducted
    (and not added back) in such period in calculating Consolidated
    Net Income; plus



 



    (h) the amount of advisory fees and related expenses (other
    than pursuant to the Management Agreement or any replacement
    thereof) paid in such period to members of the Consortium (or
    their Affiliates, as applicable) to the extent otherwise
    permitted under Section 4.11 hereof; plus



 



    (i) any costs or expense incurred by the Issuer or a
    Restricted Subsidiary pursuant to any management equity plan or
    stock option plan or any other management or employee benefit
    plan or agreement or any stock subscription or shareholder
    agreement, to the extent that such cost or expenses are funded
    with cash proceeds contributed to the capital of the Issuer or
    net cash proceeds of an issuance of Equity Interest of the
    Issuer (other than Disqualified Stock) solely to the extent that
    such net cash proceeds are excluded from the calculation set
    forth in clause (3) of Section 4.07(a) hereof;
    plus



 



    (j) the amount of loss incurred by the Issuer or any
    Restricted Subsidiary in connection with acquiring
    “stick” stations or commencing operations under an
    owned, but not operated, license, in each case as a direct
    result of the acquisition of such station or initiation of such
    license within 24 months of the acquisition of the
    applicable station or initiation of operations in respect of the
    applicable license in an aggregate amount for all such stations
    and licenses not to exceed $5.0 million in any four fiscal
    quarter period,



 



    (2) decreased by (without duplication) non-cash gains
    increasing Consolidated Net Income of such Person for such
    period, excluding any non-cash gains to the extent they
    represent the reversal of an accrual or reserve for a potential
    cash item that reduced EBITDA in any prior period, and



 



    (3) increased or decreased by (without duplication):



 



    (a) any net gain or loss resulting in such period from
    Hedging Obligations and the application of Statement of
    Financial Accounting Standards No. 133; plus or
    minus, as applicable,



 



    (b) any net gain or loss resulting in such period from
    currency translation gains or losses related to currency
    remeasurements of Indebtedness (including any net loss or gain
    resulting from hedge agreements for currency exchange risk).



 



    “Equity Interests” means Capital Stock
    and all warrants, options or other rights to acquire Capital
    Stock, but excluding any debt security that is convertible into,
    or exchangeable for, Capital Stock.




    

    8








 





 



    “Equity Offering” means any public or
    private sale of common stock or Preferred Stock of the Issuer or
    any of its direct or indirect parent companies (excluding
    Disqualified Stock), other than:



 



    (1) public offerings with respect to the Issuer’s or
    any direct or indirect parent company’s common stock
    registered on
    Form S-8;



 



    (2) issuances to any Subsidiary of the Issuer; and



 



    (3) any such public or private sale that constitutes an
    Excluded Contribution.



 



    “Euroclear” means Euroclear S.A./N.V.,
    as operator of the Euroclear system.



 



    “Exchange Act” means the Securities
    Exchange Act of 1934, as amended, and the rules and regulations
    of the SEC promulgated thereunder.



 



    “Excluded Contribution” means net cash
    proceeds or marketable securities received by the Issuer from



 



    (1) contributions to its common equity capital, and



 



    (2) the sale (other than to a Subsidiary of the Issuer or
    to any management equity plan or stock option plan or any other
    management or employee benefit plan or agreement of the Issuer)
    of Capital Stock (other than Disqualified Stock and Designated
    Preferred Stock) of the Issuer, in each case designated as
    Excluded Contributions pursuant to an officer’s certificate
    executed by the principal financial officer of the Issuer on the
    date such capital contributions are made or the date such Equity
    Interests are sold, as the case may be, which are excluded from
    the calculation set forth in clause (3) of
    Section 4.07(a) hereof.



 



    “FCC” means the U.S. Federal
    Communications Commission.



 



    “Final Order” shall mean a final order
    issued by the U.S. Bankruptcy Court.



 



    “Fixed Charges” means, with respect to
    any Person for any period, the sum of:



 



    (1) Consolidated Interest Expense of such Person for such
    period;



 



    (2) all cash dividends or other distributions paid
    (excluding items eliminated in consolidation) on any series of
    Preferred Stock during such period; and



 



    (3) all cash dividends or other distributions paid
    (excluding items eliminated in consolidation) on any series of
    Disqualified Stock during such period.



 



    “Foreign Subsidiary” means, with respect
    to any Person, any Restricted Subsidiary of such Person that is
    not organized or existing under the laws of the United States,
    any state thereof, the District of Columbia, or any territory
    thereof and any Restricted Subsidiary of such Foreign Subsidiary.



 



    “GAAP” means generally accepted
    accounting principles in the United States which are in effect
    on the Issue Date.



 



    “Global Note Legend” means the
    legend set forth in Section 2.06(f)(ii) hereof, which is
    required to be placed on all Global Notes issued under this
    Indenture.



 



    “Global Notes” means, individually and
    collectively, each of the Restricted Global Notes and the
    Unrestricted Global Notes, substantially in the form of
    Exhibit A hereto, issued in accordance with
    Section 2.01, 2.06(b) or 2.06(d) hereof.



 



    “Government Securities” means securities
    that are:



 



    (1) direct obligations of the United States of America for
    the timely payment of which its full faith and credit is
    pledged; or



 



    (2) obligations of a Person controlled or supervised by and
    acting as an agency or instrumentality of the United States of
    America the timely payment of which is unconditionally
    guaranteed as a full faith and credit obligation by the United
    States of America,




    

    9








 





 



    which, in either case, are not callable or redeemable at the
    option of the issuers thereof, and shall also include a
    depository receipt issued by a bank (as defined in
    Section 3(a)(2) of the Securities Act), as custodian with
    respect to any such Government Securities or a specific payment
    of principal of or interest on any such Government Securities
    held by such custodian for the account of the holder of such
    depository receipt; provided, that (except as required by
    law) such custodian is not authorized to make any deduction from
    the amount payable to the holder of such depository receipt from
    any amount received by the custodian in respect of the
    Government Securities or the specific payment of principal of or
    interest on the Government Securities evidenced by such
    depository receipt.



 



    “guarantee” means a guarantee (other
    than by endorsement of negotiable instruments for collection in
    the ordinary course of business), direct or indirect, in any
    manner (including letters of credit and reimbursement agreements
    in respect thereof), of all or any part of any Indebtedness or
    other obligations.



 



    “Guarantee” means the guarantee by any
    Guarantor of the Issuer’s Obligations under this Indenture.



 



    “Guarantor” means Holdings and each
    Subsidiary Guarantor.



 



    “Hedging Obligations” means, with
    respect to any Person, the obligations of such Person under any
    interest rate swap agreement, interest rate cap agreement,
    interest rate collar agreement, currency swap agreement or
    similar agreement providing for the transfer or mitigation of
    interest rate or currency risks either generally or under
    specific contingencies.



 



    “Holder” means the Person in whose name
    a Note is registered on the Registrar’s books.



 



    “Holdings” means CMP Susquehanna Radio
    Holdings Corp., a Delaware corporation and the direct parent of
    the Issuer.



 



    “Indebtedness” means, with respect to
    any Person, without duplication:



 



    (1) any indebtedness (including principal and premium). of
    such Person, whether or not contingent:



 



    (a) in respect of borrowed money;



 



    (b) evidenced by bonds, notes, debentures or similar
    instruments or letters of credit or bankers’ acceptances
    (or, without duplication, reimbursement agreements in respect
    thereof);



 



    (c) representing the balance deferred and unpaid of the
    purchase price of any property (including Capitalized Lease
    Obligations), except (i) any such balance that constitutes
    a trade payable or similar obligation to a trade creditor, in
    each case accrued in the ordinary course of business and
    (ii) any earn-out obligations until such obligation becomes
    a liability on the balance sheet of such Person in accordance
    with GAAP; or



 



    (d) representing any Hedging Obligations;



 



    if and to the extent that any of the foregoing Indebtedness
    (other than letters of credit and Hedging Obligations) would
    appear as a liability upon a balance sheet (excluding the
    footnotes thereto) of such Person prepared in accordance with
    GAAP;



 



    (2) to the extent not otherwise included, any obligation by
    such Person to be liable for, or to pay, as obligor, guarantor
    or otherwise, on the obligations of the type referred to in
    clause (1) of a third Person (whether or not such items
    would appear upon the balance sheet of such obligor or
    guarantor), other than by endorsement of negotiable instruments
    for collection in the ordinary course of business; and



 



    (3) to the extent not otherwise included, the obligations
    of the type referred to in clause (1) of a third Person
    secured by a Lien on any asset owned by such first Person,
    whether or not such Indebtedness is assumed by such first Person.



 



    “Indenture” means this Indenture, as
    amended or supplemented from time to time.



 



    “Independent Financial Advisor” means an
    accounting, appraisal, investment banking firm or consultant to
    Persons engaged in Similar Businesses of nationally recognized
    standing that is, in the good faith judgment of the Issuer,
    qualified to perform the task for which it has been engaged.




    

    10








 





 



    “Indirect Participant” means a Person
    who holds a beneficial interest in a Global Note through a
    Participant.



 



    “Initial Notes” means the $14,031,000
    aggregate principal amount of Notes issued under this Indenture
    on the Issue Date in connection with the Transaction.



 



    “Intercreditor Agreement” means an
    Intercreditor Agreement, entered into by the Issuer, the
    Guarantors, the Trustee, the Notes Collateral Agent and the
    Bank Collateral Agent, substantially in the form of
    Exhibit E hereto, as may be amended, modified,
    supplemented, restated
    and/or
    replaced from time to time in accordance with the terms thereof
    and this Indenture.



 



    “Interest Determination Date” means,
    with respect to any Interest Period, the third Business Day
    immediately preceding the first day of such Interest Period.



 



    “Interest Payment Date” means May 15 and
    November 15 of each year to stated maturity.



 



    “Interest Period” means, with respect to
    the initial Interest Period, the period commencing on the Issue
    Date, and thereafter, the period commencing on the first
    Business Day following the last day of the Interest Period then
    in effect, and ending on the date one, two, three or six months
    thereafter, as selected by the Issuer in a written notice to the
    Trustee; provided, that:



 



    (1) 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; and



 



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



 



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



 



    “Investment Grade Securities” means:



 



    (1) securities issued or directly and fully guaranteed by
    the United States government or any agency or instrumentality
    thereof (other than Cash Equivalents);



 



    (2) debt securities or debt instruments with an Investment
    Grade Rating, but excluding any debt securities or instruments
    constituting loans or advances among the Issuer and its
    Subsidiaries; and



 



    (3) investments in any fund that invests exclusively in
    investments of the type described in clauses (1) and (2),
    which fund may also hold immaterial amounts of cash pending
    investment or distribution.



 



    “Investments” means, with respect to any
    Person, all investments by such Person in other Persons
    (including Affiliates) in the form of loans (including
    guarantees), advances or capital contributions (excluding
    accounts receivable, trade credit, advances to customers,
    commission, travel and similar advances to officers and
    employees, in each case made in the ordinary course of
    business), purchases or other acquisitions for consideration of
    Indebtedness, Equity Interests or other securities issued by any
    other Person and investments that are required by GAAP to be
    classified on the balance sheet (excluding the footnotes) of the
    Issuer in the same manner as the other investments included in
    this definition to the extent such transactions involve the
    transfer of cash or other property. For purposes of the
    definition of “Unrestricted Subsidiary” and
    Section 4.07 hereof:



 



    (1) “Investments” shall include the
    portion (proportionate to the Issuer’s equity interest in
    such Subsidiary) of the fair market value of the net assets of a
    Subsidiary of the Issuer at the time that such Subsidiary is
    designated an Unrestricted Subsidiary; provided,
    however, that upon a redesignation of such Subsidiary as
    a Restricted Subsidiary, the Issuer shall be deemed to continue
    to have a permanent “Investment” in an
    Unrestricted Subsidiary in an amount (if positive) equal to:



 



    (a) the Issuer “Investment” in such
    Subsidiary at the time of such redesignation; less



 



    (b) the portion (proportionate to the Issuer’s equity
    interest in such Subsidiary) of the fair market value of the net
    assets of such Subsidiary at the time of such
    redesignation; and




    

    11








 





 



    (2) any property transferred to or from an Unrestricted
    Subsidiary shall be valued at its fair market value at the time
    of such transfer, in each case as determined in good faith by
    the Issuer.



 



    “Issue Date” means March 26, 2009.



 



    “Issuer” means CMP Susquehanna Corp.;
    provided, that when used in the context of determining
    the fair market value of an asset or liability under this
    Indenture, “Issuer” shall be deemed to mean the
    board of directors of the Issuer when the fair market value is
    equal to or in excess of $20.0 million (unless otherwise
    expressly stated).



 



    “Issuer Order” means a written request
    or order signed on behalf of the Issuer by any of the principal
    executive officer, the principal financial officer, the
    treasurer or the principal accounting officer of the Issuer, and
    delivered to the Trustee.



 



    “Legal Holiday” means a Saturday, a
    Sunday or a day on which commercial banking institutions are not
    required to be open in the State of New York or the city in
    which the Corporate Trust Office of the Trustee or Paying
    Agent is located.



 



    “Leverage Ratio” means, with respect to
    any specified Person on any date of determination (the
    “Calculation Date”), the ratio, on a pro
    forma basis, of (1) the sum of the aggregate
    outstanding amount of Indebtedness plus the aggregate
    liquidation preference of all outstanding Disqualified Stock and
    Preferred Stock (except Preferred Stock issued to the Issuer or
    a Restricted Subsidiary) of such Person and its Restricted
    Subsidiaries as of the Calculation Date determined on a
    consolidated basis in accordance with GAAP to (2) the
    EBITDA of such Person and its Restricted Subsidiaries
    attributable to continuing operations and businesses for the
    four full fiscal quarters ended most recently prior to the
    Calculation Date.



 



    For purposes of calculating the Leverage Ratio:



 



    (1) acquisitions, including Investments, that have been
    made by the specified Person or any of its Restricted
    Subsidiaries, including through mergers or consolidations, or
    any Person or any of its Restricted Subsidiaries acquired by the
    specified Person or any of its Restricted Subsidiaries, and
    including any related financing transactions and including
    increases in ownership of Restricted Subsidiaries, and any
    incurrence or repayment of other Indebtedness or preferred
    stock, at any time subsequent to the beginning of the
    four-quarter reference period and on or prior to the date of
    determination, as if such incurrence or issuance, or the
    repayment, as the case may be, during the four-quarter reference
    period or subsequent to such reference period and on or prior to
    the Calculation Date will be given pro forma effect as if
    they had occurred on the first day of the four-quarter reference
    period (except that, in making such computation, the amount of
    Indebtedness under any revolving credit facility shall be
    computed based upon the average balance of such Indebtedness at
    the end of each month during such period);



 



    (2) For purposes of this definition, whenever pro forma
    effect is to be given to any transaction, the pro forma
    calculations. shall be made in good faith by a responsible
    financial or accounting officer of the Issuer;



 



    (3) transactions giving rise to the need to calculate the
    Leverage Ratio shall be assumed to have occurred on the first
    day of the four-quarter reference period;



 



    (4) any Person that is a Restricted Subsidiary on the
    Calculation Date will be deemed to have been a Restricted
    Subsidiary at all times during such four-quarter period; and



 



    (5) any Person that is not a Restricted Subsidiary on the
    Calculation Date will be deemed not to have been a Restricted
    Subsidiary at any time during such four-quarter period.



 



    Furthermore, in calculating Consolidated Interest Expense for
    purposes of the calculation of EBITDA, (a) interest on
    Indebtedness determined on a fluctuating basis as of the date of
    determination (including Indebtedness actually incurred on the
    date of the transaction giving rise to the need to calculate the
    Leverage Ratio) and which will continue to be so determined
    thereafter shall be deemed to have accrued at a fixed rate per
    annum equal to the rate of interest on such Indebtedness as in
    effect on the date of determination and (b) notwithstanding
    clause (a) above, interest determined on a fluctuating
    basis, to the extent such interest is covered by Hedging
    Obligations, shall be deemed to accrue at the rate per annum
    resulting after giving effect to the operation of such
    agreements.




    

    12








 





 



    “LIBOR” means, for any Interest Period,
    the offered rate for deposits in Dollars for an amount
    approximately equal to the then outstanding principal amount of
    the Notes, and for a length of time approximately equal to, the
    applicable Interest Period as such rate appears on Bloomberg
    Page BBAMI as of 11:00 a.m., London time, on the
    Interest Determination Date; provided that if more than one
    offered rate appears on the Bloomberg Page BBAMI, LIBOR
    shall be the arithmetic average (rounded upward to the nearest
    one-hundredths (1/100th) of one percent (1.00%)) of such offered
    rates. If Bloomberg Page BBAMI does not include such a rate
    or is unavailable on an Interest Determination Date, the
    Calculation Agent will request the principal London office of
    each of two major banks in the London interbank market, as
    selected by the Issuer, to provide such banks’ offered
    quotation (expressed as a percentage per annum), as of
    approximately 11:00 a.m., London time, on the Interest
    Determination Date. LIBOR shall be the average of the interest
    rates (rounded upward to the nearest one-hundredth (1/100th) of
    one percent (1.00%)) of such offered rates.



 



    “Lien” means, with respect to any asset,
    any mortgage, lien (statutory or otherwise), pledge,
    hypothecation, charge, security interest, preference, priority
    or encumbrance of any kind in respect of such asset, whether or
    not filed, recorded or otherwise perfected under applicable law,
    including any conditional sale or other title retention
    agreement, any lease in the nature thereof, any option or other
    agreement to sell or give a security interest in and any filing
    of or agreement to give any financing statement under the
    Uniform Commercial Code (or equivalent statutes) of any
    jurisdiction; provided, that in no event shall an
    operating lease be deemed to constitute a Lien.



 



    “Management Agreement” means the
    management agreement dated as of May 5, 2006 between
    Cumulus Media Inc., a Delaware corporation, and Parent Holdings,
    as amended, restated, supplemented or otherwise modified.



 



    “Moody’s” means Moody’s
    Investors Service, Inc. and any successor to its rating agency
    business.



 



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



 



    “Net Proceeds” means the aggregate cash
    proceeds received by the Issuer or any of its Restricted
    Subsidiaries in respect of any Asset Sale, including any cash
    received upon the sale or other disposition of any Designated
    Non-cash Consideration received in any Asset Sale, net of the
    direct costs relating to such Asset Sale and the sale or
    disposition of such Designated Non-cash Consideration, including
    legal, accounting and investment banking fees, and brokerage and
    sales commissions, any relocation expenses incurred as a result
    thereof, taxes paid or payable as a result thereof (after taking
    into account any available tax credits or deductions and any tax
    sharing arrangements), amounts required to be applied to the
    repayment of principal, premium, if any, and interest on Senior
    Indebtedness required (other than required by clause (i) of
    Section 4.10(b) hereof to be paid as a result of such
    transaction and any deduction of appropriate amounts to be
    provided by the Issuer or any of its Restricted. Subsidiaries as
    a reserve in accordance with GAAP against any liabilities
    associated with the asset disposed of in such transaction and
    retained by the Issuer or any of its Restricted Subsidiaries
    after such sale or other disposition thereof, including pension
    and other post-employment benefit liabilities and liabilities
    related to environmental matters or against any indemnification
    obligations associated with such transaction.



 



    “Non-U.S. Person”
    means a Person who is not a U.S. Person.



 



    “Notes” means the Initial Notes and any
    Note authenticated and delivered under this Indenture. For all
    purposes of this Indenture, the term “Notes”
    shall also include any Additional Notes that may be issued under
    a supplemental indenture. For purposes of this Indenture, all
    references to Notes to be issued or authenticated upon transfer,
    replacement or exchange shall be deemed to refer to Notes of the
    applicable series.



 



    “Notes Collateral Agent” means the
    Trustee, as collateral agent for the Holders of the Notes, and
    its successors and assigns.



 



    “Obligations” means any principal,
    interest (including any interest accruing subsequent to the
    filing of a petition in bankruptcy, reorganization or similar
    proceeding at the rate provided for in the documentation with
    respect thereto, whether or not such interest is an allowed
    claim under applicable state, federal or foreign law),
    penalties, fees, indemnifications, reimbursements (including
    reimbursement obligations with respect to letters of credit and
    banker’s acceptances), damages and other liabilities, and
    guarantees of payment of such principal,




    

    13








 






    interest, penalties, fees, indemnifications, reimbursements,
    damages and other liabilities, payable under the documentation
    governing any Indebtedness.



 



    “Offering Memorandum” means the Offering
    Memorandum and Consent Solicitation Statement, dated
    March 9, 2009, relating to the Transaction.



 



    “Officer” means the Chairman of the
    Board, the Chief Executive Officer, the President, any Executive
    Vice President, Senior Vice President or Vice President, the
    Treasurer or the Secretary of the Issuer.



 



    “Officer’s Certificate” means a
    certificate signed on behalf of the Issuer by any of the
    principal executive officer, the principal financial officer,
    the treasurer or the principal accounting officer of the Issuer,
    that meets the requirements set forth in this Indenture.



 



    “Opinion of Counsel” means a written
    opinion from legal counsel who is acceptable to the Trustee. The
    counsel may be an employee of or counsel to the Issuer or the
    Trustee.



 



    “Parent Holdings” means CMP Susquehanna
    Holdings Corp., a Delaware corporation and the parent company of
    Holdings.



 



    “Parity Lien” means a Lien granted by a
    Security Document in favor of the Notes Collateral Agent,
    at any time, upon any property of the Issuer or any Guarantor to
    secure Parity Lien Debt.



 



    “Parity Lien Debt” means any Additional
    Notes and any other Indebtedness having substantially identical
    terms as the New Notes (other than issue date, issue price,
    interest rate, yield and redemption terms) and issued under an
    indenture substantially identical to this Indenture and any
    Indebtedness that refinances or refunds (or successive
    refinancing and refunding) any Notes or Additional Notes and all
    Obligations with respect to such Indebtedness; provided,
    however, that such Indebtedness may (1) have a
    Stated Maturity date that is equal to or longer than the Notes,
    (2) contain terms and covenants that are less restrictive
    than the terms and covenants under the Notes and
    (3) contain terms and covenants that are more restrictive
    than the terms and covenants under the Notes so long as prior to
    or substantially simultaneously with the issuance of any such
    Indebtedness, the Notes and this Indenture are amended to
    contain any such more restrictive terms and covenants.



 



    “Parity Lien Representative” means:



 



    (1) in the case of the Notes, the Trustee; or



 



    (2) in the case of such series of Parity Lien Debt, the
    Person that maintains the transfer register for such series of
    Parity Lien Debt and (a) is appointed as a Parity Lien
    Representative (for purposes related to the administration of
    the Security Documents) pursuant to the indenture, credit
    agreement or other agreement governing such series of Parity
    Lien Debt, together with its successors in such capacity, and
    (b) has become a party to the Intercreditor Agreement
    pursuant to such documents or agreements (including amendments
    or supplements to the Intercreditor Agreement) as the
    Notes Collateral Agent shall reasonably request and in form
    and substance reasonably acceptable to the Notes Collateral
    Agent.



 



    “Participant” means, with respect to the
    Depositary, Euroclear or Clearstream, a Person who has an
    account with the Depositary, Euroclear or Clearstream,
    respectively (and, with respect to DTC, shall include Euroclear
    and Clearstream).



 



    “Permitted Asset Swap” means the
    concurrent purchase and sale or exchange of Related Business
    Assets or a combination of Related Business Assets and cash or
    Cash Equivalents between the Issuer or any of its Restricted
    Subsidiaries and another Person; provided, that any cash
    or Cash Equivalents received must be applied in accordance with
    Section 4.10 hereof.



 



    “Permitted Holders” means (i) each
    of the members of the Consortium on the Issue Date,
    (ii) members of the Dickey Family, (iii) members of
    management of the Issuer (or its direct parent) who are holders
    of Equity Interests of the Issuer (or any of its direct or
    indirect parent companies); provided, that if such
    members of management own beneficially or of record more than
    10% of the outstanding voting stock of the Issuer in the
    aggregate, they shall be treated as Permitted Holders of only
    10% of the outstanding voting stock of the Issuer at such time,
    and (iv) any group (within the meaning of
    Section 13(d)(3) or Section 14(d)(2) of the Exchange
    Act or any successor provision)




    

    14








 






    of which any of the foregoing are members; provided,
    that, in the case of such group and without giving effect to the
    existence of such group or any other group, persons identified
    in clauses (i) and (ii), collectively, have beneficial
    ownership of more than 50% of the total voting power of the
    Voting Stock of the Issuer or any of its direct or indirect
    parent companies.



 



    “Permitted Investments” means:



 



    (1) any Investment in the Issuer or any of its Restricted
    Subsidiaries;



 



    (2) any Investment in cash and Cash Equivalents or
    Investment Grade Securities;



 



    (3) any Investment by the Issuer or any of its Restricted
    Subsidiaries in a Person that is engaged in a Similar Business
    if as a result of such Investment:



 



    (a) such Person becomes a Restricted Subsidiary; or



 



    (b) such Person, in one transaction or a series of related
    transactions, is merged or consolidated with or into, or
    transfers or conveys substantially all of its assets to, or is
    liquidated into, the Issuer or a Restricted Subsidiary,



 



    and, in each case, any Investment held by such Person;
    provided, that such Investment was not acquired by such
    Person in contemplation of such acquisition, merger,
    consolidation or transfer;



 



    (4) any Investment in securities or other assets not
    constituting cash, Cash Equivalents or Investment Grade
    Securities and received in connection with an Asset Sale made
    pursuant to the provisions of Section 4.10 hereof or any
    other disposition of assets not constituting an Asset Sale;



 



    (5) any Investment existing on the Issue Date;



 



    (6) any Investment acquired by the Issuer or any of its
    Restricted Subsidiaries:



 



    (a) in exchange for any other Investment or accounts
    receivable held by the Issuer or any such Restricted Subsidiary
    in connection with or as a result of a bankruptcy, workout,
    reorganization or recapitalization of the issuer of such other
    Investment or accounts receivable; or



 



    (b) as a result of a foreclosure by the Issuer or any of
    its Restricted Subsidiaries with respect to any secured
    Investment or other transfer of title with respect to any
    secured Investment in default;



 



    (7) Hedging Obligations permitted under clause (x) of
    Section 4.09(b) hereof;



 



    (8) Investments the payment for which consists of Equity
    Interests (exclusive of Disqualified Stock) of the Issuer, or
    any of its direct or indirect parent companies; provided,
    however, that such Equity Interests will not increase the
    amount available for Restricted Payments under clause (3)
    of Section 4.07(a) hereof;



 



    (9) guarantees of Indebtedness permitted under
    Section 4.09 hereof;



 



    (10) Investments consisting of purchases and acquisitions
    of inventory, supplies, material or equipment;



 



    (11) additional Investments having an aggregate fair market
    value, taken together with all other Investments made pursuant
    to this clause (11) that are at that time outstanding
    (without giving effect to the sale of an Unrestricted Subsidiary
    to the extent the proceeds of such sale do not consist of cash
    or marketable securities), not to exceed 3.5% of Total Assets at
    the time of such Investments (with the fair market value of each
    Investment being measured at the time made and without giving
    effect to subsequent changes in value);



 



    (12) advances to, or guarantees of Indebtedness of,
    employees not in excess of $10.0 million outstanding at any
    one time, in the aggregate;



 



    (13) loans and advances to officers, directors and
    employees for business-related travel expenses, moving expenses
    and other similar expenses, in each case incurred in the
    ordinary course of business or consistent with past
    practices; and




    

    15








 






    (14) Investments in Permitted Joint Ventures having an
    aggregate fair market value, taken together with all other
    Investments made pursuant to this clause (14), that are at that
    time outstanding not to exceed 1.0% of Total Assets at the tune
    of such Investment (with the fair market value being measured at
    the time made and without giving effect to subsequent changes in
    value).



 



    “Permitted Joint Ventures” means a
    corporation, partnership or other entity (other than a
    Subsidiary) engaged in one or more Similar Businesses in respect
    of which the Issuer or a Restricted Subsidiary
    (a) beneficially owns at least 20% of the Equity Interests
    of such entity and (b) either is a party to an agreement
    empowering one or more parties to such agreement (which may or
    may not be the Issuer or a Subsidiary), or is a member of a
    group that, pursuant to the constituent documents of the
    applicable corporation, partnership or other entity, has the
    power, to direct the policies, management and affairs of such
    entity.



 



    “Permitted Junior Securities” means:



 



    (1) Equity Interests in the Issuer, any Guarantor or any
    direct or indirect parent of the Issuer; or



 



    (2) unsecured debt securities that are subordinated to all
    Senior Indebtedness (and any debt securities issued in exchange
    for Senior Indebtedness) to substantially the same extent as, or
    to a greater extent than, the Notes and the related Guarantees
    are subordinated to Senior Indebtedness under this Indenture;
    provided, that the term “Permitted Junior
    Securities” shall not include any securities
    distributed pursuant to a plan of reorganization if the
    Indebtedness under the Senior Credit Facilities is treated as
    part of the same class as the Notes for purposes of such plan of
    reorganization; provided, further that to the
    extent that any Senior Indebtedness of the Issuer or the
    Guarantors outstanding on the date of consummation of any such
    plan of reorganization is not paid in full in cash on such date,
    the holders of any such Senior Indebtedness not so paid in full
    in cash have consented to the terms of such plan of
    reorganization.



 



    “Permitted Liens” means, with respect to
    any Person:



 



    (1) pledges or deposits by such Person under workers’
    compensation laws, unemployment insurance laws or similar
    legislation, or good faith deposits in connection with bids,
    tenders, contracts (other than for the payment of Indebtedness)
    or leases to which such Person is a party, or deposits to secure
    public or statutory obligations of such Person or deposits of
    cash or U.S. government bonds to secure surety or appeal
    bonds to which such Person is a party, or deposits as security
    for contested taxes or import duties or for the payment of rent,
    in each case incurred in the ordinary course of business;



 



    (2) Liens imposed by law, such as carriers’,
    warehousemen’s and mechanics’ Liens, in each case for
    sums not yet overdue for a period of more than 30 days or
    being contested in good faith by appropriate proceedings or
    other Liens arising out of judgments or awards against such
    Person with respect to which such Person shall then be
    proceeding with an appeal or other proceedings for review if
    adequate reserves with respect thereto are maintained on the
    books of such Person in accordance with GAAP;



 



    (3) Liens for taxes, assessments or other governmental
    charges not yet overdue for a period of more than 30 days
    or payable or subject to penalties for nonpayment or which are
    being contested in good faith by appropriate proceedings
    diligently conducted, if adequate reserves with respect thereto
    are maintained on the books of such Person in accordance with
    GAAP;



 



    (4) Liens in favor of issuers of performance and surety
    bonds or bid bonds or with respect to other regulatory
    requirements or letters of credit issued pursuant to the request
    of and for the account of such Person in the ordinary course of
    its business;



 



    (5) minor survey exceptions, minor encumbrances, easements
    or reservations of, or rights of others for, licenses,
    rights-of-way,
    sewers, electric lines, telegraph and telephone lines and other
    similar purposes, or zoning or other restrictions as to the use
    of real properties or Liens incidental, to the conduct of the
    business of such Person or to the ownership of its properties
    which were not incurred in connection with Indebtedness and
    which do not in the aggregate materially adversely affect the
    value of said properties or materially impair their use in the
    operation of the business of such Person;




    

    16








 






    (6) Liens securing Indebtedness permitted to be incurred
    pursuant to clause (iv) of Section 4.09(b) hereof;



 



    (7) Liens existing on the Issue Date;



 



    (8) Liens on property or shares of stock of a Person at the
    time such Person becomes a Subsidiary; provided,
    however, such Liens are not created or incurred in
    connection with, or in contemplation of, such other Person
    becoming such a Subsidiary; provided, further,
    however, that such Liens may not extend to any other
    property owned by the Issuer or any of its Restricted
    Subsidiaries;



 



    (9) Liens on property at the time the Issuer or a
    Restricted Subsidiary acquired the property, including any
    acquisition by means of a merger or consolidation with or into
    the Issuer or any of its Restricted Subsidiaries;
    provided, however, that such Liens are not created
    or incurred in connection with, or in contemplation of, such
    acquisition; provided, further, however
    that the Liens may not extend to any other property owned by the
    Issuer or any of its Restricted Subsidiaries;



 



    (10) Liens securing Indebtedness or other obligations of a
    Restricted Subsidiary owing to the Issuer or another Restricted
    Subsidiary permitted to be incurred in accordance with
    Section 4.09 hereof;



 



    (11) Liens securing Hedging Obligations so long as related
    Indebtedness is, and is permitted to be under this Indenture,
    secured by a Lien on the same property securing such Hedging
    Obligations;



 



    (12) Liens on specific items of inventory of other goods
    and proceeds of any Person securing such Person’s
    obligations in respect of bankers’ acceptances issued or
    created for the account of such Person to facilitate the
    purchase, shipment or storage of such inventory or other goods;



 



    (13) leases, subleases, licenses or sublicenses granted to
    others in the ordinary course of business which do not
    materially interfere with the ordinary conduct of the business
    of the Issuer or any of its Restricted Subsidiaries and do not
    secure any Indebtedness;



 



    (14) Liens arising from Uniform Commercial Code financing
    statement filings regarding operating leases entered into by the
    Issuer and its Restricted Subsidiaries in the ordinary course of
    business;



 



    (15) Liens in favor of the Issuer or any Guarantor;



 



    (16) Liens on equipment of the Issuer or any of its
    Restricted Subsidiaries granted in the ordinary course of
    business to the Issuer’s clients;



 



    (17) Liens to secure any refinancing, refunding, extension,
    renewal or replacement (or successive refinancing, refunding,
    extensions, renewals or replacements) as a whole, or in part, of
    any Indebtedness secured by any Lien referred to in the
    foregoing clauses (6), (7), (8) and (9); provided,
    however, that (a) such new Lien shall be limited to
    all or part of the same property that secured the original Lien
    (plus improvements on such property), and (b) the
    Indebtedness secured by such Lien at such time is not increased
    to any amount greater than the sum of (i) the outstanding
    principal amount or, if greater, committed amount of the
    Indebtedness described under clauses (6), (7), (8) and
    (9) at the time the original Lien became a Permitted Lien
    under this Indenture, and (ii) an amount necessary to pay
    any fees and expenses, including premiums, related to such
    refinancing, refunding, extension, renewal or replacement;



 



    (18) deposits made in the ordinary course of business to
    secure liability to insurance carriers;



 



    (19) other Liens securing obligations incurred in the
    ordinary course of business which obligations do not exceed
    $7.5 million at any one time outstanding;



 



    (20) Liens securing judgments for the payment of money not
    constituting an Event of Default under clause (v) under
    Section 6.01(a) hereof so long as such Liens are adequately
    bonded and any appropriate legal proceedings that may have been
    duly initiated for the review of such judgment have not been
    finally terminated or the period within which such proceedings
    may be initiated has not expired;



 



    (21) Liens in favor of customs and revenue authorities
    arising as a matter of law to secure payment of customs duties
    in connection with the importation of goods in the ordinary
    course of business;




    

    17








 






    (22) Liens (i) of a collection bank arising under
    Section 4-210
    of the Uniform Commercial Code on items in the course of
    collection, (ii) attaching to commodity trading accounts or
    other commodity brokerage accounts incurred in the ordinary
    course of business, and (iii) in favor of banking
    institutions arising as a matter of law encumbering deposits
    (including the right of setoff) and which are within the general
    parameters customary in the banking industry;



 



    (23) Liens deemed to exist in connection with Investments
    in repurchase agreements permitted under Section 4.09
    hereof; provided, that such Liens do not extend to any
    assets other than those that are the subject of such repurchase
    agreement;



 



    (24) Liens encumbering reasonable customary initial
    deposits and margin deposits and similar Liens attaching to
    commodity trading accounts or other brokerage accounts incurred
    in the ordinary course of business and not for speculative
    purposes; and



 



    (25) Liens that are contractual rights of set-off
    (i) relating to the establishment of depository relations
    with banks not given in connection with the issuance of
    Indebtedness, (ii) relating to pooled deposit or sweep
    accounts of the Issuer or any of its Restricted Subsidiaries to
    permit satisfaction of overdraft or similar obligations incurred
    in the ordinary course of business of the Issuer and its
    Restricted Subsidiaries or (iii) relating to purchase
    orders and other agreements entered into with customers of the
    Issuer or any of its Restricted Subsidiaries in the ordinary
    course of business.



 



    For purposes of this definition, the term
    “Indebtedness” shall be deemed to include
    interest on such Indebtedness.



 



    “Permitted Prior Liens” means Liens that
    are permitted by the terms of the Senior Credit Facilities and
    the Security Documents to be prior to the Liens securing the
    Obligations under the Senior Credit Facilities and any other
    Priority Lien Obligations.



 



    “Person” means any individual,
    corporation, limited liability company, partnership, joint
    venture, association, joint stock company, trust, unincorporated
    organization, government or any agency or political subdivision
    thereof or any other entity.



 



    “Pledgors” means the Issuer, Holdings
    and any other Guarantor that provides collateral security for
    any Secured Obligations.



 



    “Preferred Stock” means any Equity
    Interest with preferential rights of payment of dividends or
    upon liquidation, dissolution, or winding up.



 



    “Priority Lien Obligations” means
    (1) all Secured Bank Indebtedness, (2) all other
    Obligations of the Issuer and the Guarantors (not constituting
    Indebtedness) arising under agreements governing Secured Bank
    Indebtedness, (3) all Hedging Obligations (and guarantees
    thereof) of the Issuer and the Guarantors owing to any Person
    that is a lender (or an affiliate of a lender) party to the
    Senior Credit Facilities at the time it enters into the hedging
    agreement giving rise to such Hedging Obligations and such
    Person’s successors and assigns, together with all
    Obligations with respect to such Hedging Obligations (and the
    guarantees thereof), in each case secured by any Lien and
    (4) all Obligations of the Issuer and the Guarantors in
    respect of cash management services or automated clearinghouse
    transfer of funds (including guarantees thereof) owing to any
    Person that is a lender (or an affiliate of a lender) party to
    the Senior Credit Facilities and secured by any Lien.



 



    “Private Placement Legend” means the
    legend set forth in Section 2.06(f)(i) hereof to be placed
    on all Notes issued under this Indenture, except where otherwise
    permitted by the provisions of this Indenture.



 



    “Proof of Claim” shall mean a proof of
    claim or debt filed in accordance with and pursuant to any
    applicable provisions of the Bankruptcy Law, the Federal Rules
    of Bankruptcy Procedure
    and/or a
    Final Order of the U.S. Bankruptcy Court.



 



    “Proper Proof of Claim” shall mean, at
    any time, a Proof of Claim in an amount not less than the sum of
    the aggregate outstanding principal amount of the Notes at such
    time plus accrued but unpaid interest on the Notes at such time.




    

    18








 






    “QIB” means a “qualified
    institutional buyer” as defined in Rule 144A



 



    “Qualified Proceeds” means assets that
    are used or useful in, or Capital Stock of any Person engaged
    in, a Similar Business; provided, that the fair
    market value of any such assets or Capital Stock shall be
    determined by the Issuer in good faith.



 



    “Rating Agencies” means Moody’s and
    S&P or if Moody’s or S&P or both shall not make a
    rating on the Notes publicly available, a nationally recognized
    statistical rating agency or agencies, as the case may be,
    selected by the Issuer which shall be substituted for
    Moody’s or S&P or both, as the case may be.



 



    “Record Date” for the interest payable
    on any applicable Interest Payment Date means May 1 or November
    1 (whether or not a Business Day) next preceding such Interest
    Payment Date.



 



    “Regulation S” means
    Regulation S promulgated under the Securities Act.



 



    “Regulation S Global Note” means a
    Regulation S Temporary Global Note or Regulation S
    Permanent Global Note, as applicable.



 



    “Regulation S Permanent Global
    Note” means a permanent Global Note in the form of
    Exhibit A hereto, bearing the Global Note Legend and
    the Private Placement Legend and deposited with or on behalf of
    and registered in the name of the Depositary or its nominee,
    issued in a denomination equal to the outstanding principal
    amount of the Regulation S Temporary Global Note upon
    expiration of the Restricted Period.



 



    “Regulation S Temporary Global
    Note” means a temporary Global Note in the form of
    Exhibit A hereto, bearing the Global Note Legend,
    the Private Placement Legend and the Regulation S Temporary
    Global Note Legend and deposited with or on behalf of and
    registered in the name of the Depositary or its nominee, issued
    in a denomination equal to the outstanding principal amount of
    the Notes initially sold in reliance on Rule 903.



 



    “Regulation S Temporary Global Note
    Legend” means the legend set forth in
    Section 2.06(f)(iii) hereof.



 



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



 



    “Representative” means any trustee,
    agent or representative (if any) for an issue of Senior
    Indebtedness or Priority Lien Obligations.



 



    “Responsible Officer” means, when used
    with respect to the Trustee, any officer within the corporate
    trust department of the Trustee, including any vice president,
    assistant vice president, assistant secretary, assistant
    treasurer, trust officer or any other officer of the Trustee who
    customarily performs functions similar to those performed by the
    Persons who at the time shall be such officers, respectively, or
    to whom any corporate trust matter is referred because of such
    Person’s knowledge of and familiarity with the particular
    subject and who shall have direct responsibility for the
    administration of this Indenture.



 



    “Restricted Definitive Note” means a
    Definitive Note bearing the Private Placement Legend.



 



    “Restricted Global Note” means a Global
    Note bearing the Private Placement Legend.



 



    “Restricted Investment” means an
    Investment other than a Permitted Investment.



 



    “Restricted Period” means the
    40-day
    distribution compliance period as defined in Regulation S.



 



    “Restricted Subsidiary” means, at any
    time, any direct or indirect Subsidiary of the Issuer (including
    any Foreign Subsidiary) that is not then an Unrestricted
    Subsidiary; provided, however, that upon the
    occurrence of an Unrestricted Subsidiary ceasing to be an
    Unrestricted Subsidiary, such Subsidiary shall be included in
    the definition of “Restricted Subsidiary.”



 



    “Rule 144” means Rule 144
    promulgated under the Securities Act.



 



    “Rule 144A” means Rule I 44A
    promulgated under the Securities Act.




    

    19








 






    “Rule 903” means Rule 903
    promulgated under the Securities Act.



 



    “Rule 904” means Rule 904
    promulgated under the Securities Act.



 



    “S&P” means Standard &
    Poor’s, a division of The McGraw-Hill Companies, Inc., and
    any successor to its rating agency business.



 



    “Sale and Lease-Back Transaction” means
    any arrangement providing for the leasing by the Issuer or any
    of its Restricted Subsidiaries of any real or tangible personal
    property, which property has been or is to be sold or
    transferred by the Issuer or such Restricted Subsidiary to a
    third Person in contemplation of such leasing.



 



    “SEC” means the U.S. Securities and
    Exchange Commission.



 



    “Secured Bank Indebtedness” means all
    Indebtedness of the Issuer or any Guarantor outstanding under
    the Senior Credit Facilities and related Guarantees (including
    interest accruing on or after the filing of any petition in
    bankruptcy or similar proceeding or for reorganization of the
    Issuer or any Guarantor (at the rate provided for in the
    documentation with respect thereto, regardless of whether or not
    a claim for post-filing interest is allowed in such
    proceedings)), and any and all other fees, expense reimbursement
    obligations, indemnification amounts, penalties, and other
    amounts (whether existing on the Issue Date or thereafter
    created or incurred) and all obligations of the Issuer or any
    Guarantor to reimburse any bank or other Person in respect of
    amounts paid under letters of credit, acceptances or other
    similar instruments, in each case to the extent arising under
    the Senior Credit Facilities that is secured by a Lien.



 



    “Secured Indebtedness” means any
    Indebtedness of the Issuer or any of its Restricted Subsidiaries
    secured by a Lien.



 



    “Securities Act” means the Securities
    Act of 1933, as amended, and the rules and regulations of the
    SEC promulgated thereunder.



 



    “Security Documents” means the security
    agreements and related agreements, as amended, supplemented,
    restated, renewed, refunded, replaced, restructured, repaid,
    refinanced or otherwise modified from time to time, creating the
    security interests in the Collateral as contemplated hereby.



 



    “Senior Credit Facilities” means the
    Credit Facility under the Credit Agreement, dated May 5,
    2006, by and among the Issuer, the guarantors party thereto, the
    lenders party thereto in their capacities as lenders thereunder
    and Deutsche Bank Trust Company Americas, as Administrative
    Agent, including any guarantees, mortgages, collateral
    documents, instruments and agreements executed in connection
    therewith, and any amendments, supplements, modifications,
    extensions, renewals, restatements, refundings or refinancings
    thereof and any indentures or credit facilities or commercial
    paper facilities with banks or other institutional lenders or
    investors that replace, refund or refinance any part of the
    loans, notes, other credit facilities or commitments thereunder,
    including any such replacement, refunding or refinancing
    facility or indenture that increases the amount borrowable
    thereunder or alters the maturity thereof or adds Restricted
    Subsidiaries as additional borrowers or guarantors thereunder
    and whether by the same or any other agent, lender or group of
    lenders.



 



    “Senior Indebtedness” means:



 



    (1) all Secured Bank Indebtedness;



 



    (2) all Hedging Obligations (and guarantees thereof);



 



    (3) any other Indebtedness of the Issuer or any Guarantor
    permitted to be incurred under the terms of this Indenture,
    unless the instrument under which such Indebtedness is incurred
    expressly provides that it is on a parity with or subordinated
    in right of payment to the Notes or any related
    Guarantee; and



 



    (4) all Obligations with respect to the items listed in the
    preceding clauses (1), (2) and (3);



 



    provided, however that Senior Indebtedness shall
    not include:



 



    (a) any obligation of such Person to the Issuer or any of
    its Subsidiaries;



 



    (b) any liability for federal, state, local or other taxes
    owed or owing by such Person;




    

    20








 






    (c) any accounts payable or other liability to trade
    creditors arising in the ordinary course of business;
    provided, that obligations incurred pursuant to the
    Credit Facilities shall not be excluded pursuant to this
    clause (c);



 



    (d) any Indebtedness or other Obligation of such Person
    which is subordinate or junior in any respect to any other
    Indebtedness or other Obligation of such Person; or



 



    (e) that portion of any Indebtedness which at the time of
    incurrence is incurred in violation of this Indenture;
    provided, however, that such Indebtedness shall be
    deemed not to have been incurred in violation of this Indenture
    for purposes of this clause if such Indebtedness is incurred
    under any of the Credit Facilities, and the holder(s) of such
    Indebtedness or their agent or representative shall have
    received a certificate from an officer of the Issuer to the
    effect that the incurrence of such Indebtedness does not (or, in
    the case of a revolving credit facility thereunder, the
    incurrence of the entire committed amount thereof at the date on
    which the initial borrowing thereunder is made would not)
    violate the provisions of this Indenture.



 



    “Senior Subordinated Indebtedness” means:



 



    (1) with respect to the Issuer, Indebtedness which ranks
    equal in right of payment to the Notes issued by the
    Issuer; and



 



    (2) with respect to any Guarantor, Indebtedness which ranks
    equal in right of payment to the Guarantee of such entity of the
    Notes.



 



    “Significant Subsidiary” means any
    Restricted Subsidiary that would be a “significant
    subsidiary” as defined in Article 1,
    Rule 1-02
    of
    Regulation S-X,
    promulgated pursuant to the Securities Act, as such regulation
    is in effect on the Issue Date.



 



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



 



    “Stated Maturity” means, with respect to
    any installment of interest or principal on any series of
    Indebtedness, the date on which the payment of interest or
    principal was scheduled to be paid in the original documentation
    governing such Indebtedness, and will not include any contingent
    obligations to repay, redeem or repurchase any such interest or
    principal prior to the date originally scheduled for the payment
    thereof.



 



    “Subordinated Indebtedness” means, with
    respect to the Notes,



 



    (1) any Indebtedness of the Issuer which is by its terms
    subordinated in right of payment to the Notes, and



 



    (2) any Indebtedness of any Guarantor which is by its terms
    subordinated in right of payment to the Guarantee of such entity
    of the Notes.



 



    “Subsidiary” means, with respect to any
    Person:



 



    (1) any corporation, association, or other business entity
    (other than a partnership, joint venture, limited liability
    company or similar entity) of which more than 50% of the total
    voting power of shares of Capital Stock entitled (without regard
    to the occurrence of any contingency) to vote in the election of
    directors, managers or trustees thereof is at the time of
    determination owned or controlled, directly or indirectly, by
    such Person or one or more of the other Subsidiaries of that
    Person or a combination thereof or is consolidated under GAAP
    with such Person at such time; and



 



    (2) any partnership, joint venture, limited liability
    company or similar entity of which



 



    (x) more than 50% of the capital accounts, distribution
    rights, total equity and voting interests or general or limited
    partnership interests, as applicable, are owned or controlled,
    directly or indirectly, by such Person or one or more of the
    other Subsidiaries of that Person or a combination thereof
    whether in the form of membership, general, special or limited
    partnership or otherwise, and



 



    (y) such Person or any Restricted Subsidiary of such Person
    is a controlling general partner or otherwise controls such
    entity.




    

    21








 






    “Subsidiary Guarantor” means each
    Restricted Subsidiary that Guarantees the Notes in accordance
    with the terms of this Indenture.



 



    “Total Assets” means the total assets of
    the Issuer and its Restricted Subsidiaries on a consolidated
    basis, as shown on the most recent balance sheet of the Issuer
    or such other Person as may be expressly stated.



 



    “Transaction” means the transactions
    contemplated by the Offering Memorandum, including the issuance
    of the Initial Notes on the Issue Date and certain Additional
    Notes that may be issued upon consummation of the exchange offer
    referenced therein.



 



    “Trustee” means Wells Fargo Bank, N.A.,
    as trustee, until a successor replaces it in accordance with the
    applicable provisions of this Indenture and thereafter means the
    successor serving hereunder.



 



    “Unrestricted Definitive Note” means one
    or more Definitive Notes that do not bear and are not required
    to bear the Private Placement Legend.



 



    “Unrestricted Global Note” means a
    permanent Global Note, substantially in the form of
    Exhibit A, that bears the Global Note Legend and
    that has the “Schedule of Exchanges of Interests in the
    Global Note” attached thereto, and that is deposited with
    or on behalf of and registered in the name of the Depositary,
    representing Notes that do not bear the Private Placement Legend.



 



    “Unrestricted Subsidiary” means:



 



    (1) any Subsidiary of the Issuer which at the time of
    determination is an Unrestricted Subsidiary (as designated by
    the Issuer, as provided below); and



 



    (2) any Subsidiary of an Unrestricted Subsidiary.



 



    The Issuer may designate any Subsidiary of the Issuer (including
    any existing Subsidiary and any newly acquired or newly formed
    Subsidiary) to be an Unrestricted Subsidiary unless such
    Subsidiary or any of its Subsidiaries owns any Equity Interests
    or Indebtedness of, or owns or holds any Lien on, any property
    of, the Issuer or any Subsidiary of the Issuer (other than
    solely any Subsidiary of the Subsidiary to be so designated);
    provided, that



 



    (1) any Unrestricted Subsidiary must be an entity of which
    the Equity Interests entitled to cast at least a majority of the
    votes that may be cast by all Equity Interests having ordinary
    voting power for the election of directors or Persons performing
    a similar function are owned, directly or indirectly, by the
    Issuer;



 



    (2) such designation complies with Section 4.07
    hereof; and



 



    (3) each of:



 



    (a) the Subsidiary to be so designated; and



 



    (b) its Subsidiaries



 



    has not at the time of designation, and does not thereafter,
    create, incur, issue, assume, guarantee or otherwise become
    directly or indirectly liable with respect to any Indebtedness
    pursuant to which the lender has recourse to any of the assets
    of the Issuer or any Restricted Subsidiary.



 



    The Issuer may designate any Unrestricted Subsidiary to be a
    Restricted Subsidiary; provided, that, immediately after
    giving effect to such designation, no Default shall have
    occurred and be continuing and either:



 



    (1) the Issuer could incur at least $1.00 of additional
    Indebtedness pursuant to the Leverage Ratio test set forth in
    Section 4.09(a) hereof; or



 



    (2) the Leverage Ratio for the Issuer and its Restricted
    Subsidiaries would not be greater than such ratio for the Issuer
    and its Restricted Subsidiaries immediately prior to such
    designation,



 



    in each case on a pro forma basis taking into account
    such designation.




    

    22








 






    Any such designation by the Issuer shall be notified by the
    Issuer to the Trustee by promptly filing with the Trustee a copy
    of the resolution of the board of directors of the Issuer or any
    committee thereof giving effect to such designation and an
    Officer’s Certificate certifying that such designation
    complied with the foregoing provisions.



 



    “U.S. Person” means a
    U.S. person as defined in Rule 902(k) under the
    Securities Act.



 



    “Voting Stock” of any Person as of any
    date means the Capital Stock of such Person that is at the time
    entitled to vote in the election of the board of directors of
    such Person.



 



    “Weighted Average Life to Maturity”
    means, when applied to any Indebtedness, Disqualified Stock or
    Preferred Stock, as the case may be, at any date, the quotient
    obtained by dividing



 



    (1) the sum of the products of the number of years from the
    date of determination to the date of each successive scheduled
    principal payment of such Indebtedness or redemption or similar
    payment with respect to such Disqualified Stock or Preferred
    Stock multiplied by the amount of such payment; by



 



    (2) the sum of all such payments.



 



    “Wholly Owned Subsidiary” of any Person
    means a Subsidiary of such Person, 100% of the outstanding
    Equity Interests of which (other than directors’ qualifying
    shares) shall at the time be owned by such Person or by one or
    more Wholly Owned Subsidiaries of such Person.



 



    Section 1.02  Other
    Definitions.



 


	 	 	 	 	 
	
 
	
 
	
    Defined

    
	
 

	

    Term


	
 
	
    in Section
	
 

	 

	

    “Acceptable Commitment”


	
 
	
 
	
    4.10
	
 

	

    “Affiliate Transaction”


	
 
	
 
	
    4.11
	
 

	

    “Asset Sale Offer”


	
 
	
 
	
    4.10
	
 

	

    “Authentication Order”


	
 
	
 
	
    2.02
	
 

	

    “Blockage Notice”


	
 
	
 
	
    11.03
	
 

	

    “Change of Control Offer”


	
 
	
 
	
    4.14
	
 

	

    “Change of Control Payment”


	
 
	
 
	
    4.14
	
 

	

    “Change of Control Payment Date”


	
 
	
 
	
    4.14
	
 

	

    “Covenant Defeasance”


	
 
	
 
	
    8.03
	
 

	

    “DTC


	
 
	
 
	
    2.03
	
 

	

    “Event of Default”


	
 
	
 
	
    6.01
	
 

	

    “Excess Proceeds”


	
 
	
 
	
    4.10
	
 

	

    “Guarantee Blockage Notice”


	
 
	
 
	
    13.03
	
 

	

    “Guarantee Payment Blockage Period”


	
 
	
 
	
    13.03
	
 

	

    “Guarantor Payment Default”


	
 
	
 
	
    13.03
	
 

	

    “incur”


	
 
	
 
	
    4.09
	
 

	

    “Legal Defeasance”


	
 
	
 
	
    8.02
	
 

	

    “Non-Guarantor Payment Default”


	
 
	
 
	
    13.03
	
 

	

    “Non-Payment Default”


	
 
	
 
	
    11.03
	
 

	

    “Note Register”


	
 
	
 
	
    2.03
	
 

	

    “Offer Amount”


	
 
	
 
	
    3.09
	
 

	

    “Offer Period”


	
 
	
 
	
    3.09
	
 

	

    “Pari Passu Indebtedness”


	
 
	
 
	
    4.10
	
 

	

    “Parity Lien Documents”


	
 
	
 
	
    10.05
	
 

	

    “pay its Guarantee”


	
 
	
 
	
    13.03
	
 

	

    “pay the Notes”


	
 
	
 
	
    11.03
	
 

	

    “Paying Agent”


	
 
	
 
	
    2.03
	
 





    

    23








 





	 	 	 	 	 
	
 
	
 
	
    Defined

    
	
 

	

    Term


	
 
	
    in Section
	
 

	 

	

    “Payment Blockage Period”


	
 
	
 
	
    11.03
	
 

	

    “Payment Default”


	
 
	
 
	
    11.03
	
 

	

    “Purchase Date”


	
 
	
 
	
    3.09
	
 

	

    “Refinancing Indebtedness”


	
 
	
 
	
    4.09
	
 

	

    “Refunding Capital Stock”


	
 
	
 
	
    4.07
	
 

	

    “Registrar”


	
 
	
 
	
    2.03
	
 

	

    “Restricted Payments”


	
 
	
 
	
    4.07
	
 

	

    “Secured Obligations”


	
 
	
 
	
    10.01
	
 

	

    “Successor Company”


	
 
	
 
	
    5.01
	
 

	

    “Successor Person”


	
 
	
 
	
    5.01
	
 

	

    “Treasury Capital Stock”


	
 
	
 
	
    4.07
	
 









 



    Section 1.03  Reserved.



 



    Section 1.04  Rules
    of Construction.



 



    Unless the context otherwise requires:



 



    (a) a term has the meaning assigned to it;



 



    (b) an accounting term not otherwise defined has the
    meaning assigned to it in accordance with GAAP;



 



    (c) “or” is not exclusive;



 



    (d) words in the singular include the plural, and in the
    plural include the singular;



 



    (e) “will” shall be interpreted to express a
    command;



 



    (f) provisions apply to successive events and transactions;



 



    (g) references to sections of, or rules under, the
    Securities Act shall be deemed to include substitute,
    replacement or successor sections or rules adopted by the SEC
    from time to time;



 



    (h) unless the context otherwise requires, any reference to
    an “Article,” “Section” or
    “clause” refers to an Article, Section or clause, as
    the case may be, of this Indenture; and



 



    (i) the words “herein,” “hereof” and
    “hereunder” and other words of similar import refer to
    this Indenture as a whole and not any particular Article,
    Section, clause or other subdivision.



 



    Section 1.05  Acts
    of Holders.



 



    (a) Any request, demand, authorization, direction, notice,
    consent, waiver or other action provided by this Indenture to be
    given or taken by Holders may be embodied in and evidenced by
    one or more instruments of substantially similar tenor signed by
    such Holders in person or by an agent duly appointed in writing.
    Except as herein otherwise expressly provided, such action shall
    become effective when such instrument or instruments or record
    or both are delivered to the Trustee and, where it is hereby
    expressly required, to the Issuer. Proof of execution of any
    such instrument or of a writing appointing any such agent, or
    the holding by any Person of a Note, shall be sufficient for any
    purpose of this Indenture and (subject to Section 7.01)
    conclusive in favor of the Trustee and the Issuer, if made in
    the manner provided in this Section 1.05.



 



    (b) The fact and date of the execution by any Person of any
    such instrument or writing may be proved by the affidavit of a
    witness of such execution or by the certificate of any notary
    public or other officer authorized by law to take
    acknowledgments of deeds, certifying that the individual signing
    such instrument or writing acknowledged to him the execution
    thereof. Where such execution is by or on behalf of any legal
    entity other than an individual, such certificate or affidavit
    shall also constitute proof of the authority of the Person
    executing the same. The fact and date of the execution of any
    such instrument or writing, or the authority of the Person
    executing the same, may also be proved in any other manner that
    the Trustee deems sufficient.




    24








 






    (c) The ownership of Notes shall be proved by the Note
    Register.



 



    (d) Any request, demand, authorization, direction, notice,
    consent, waiver or other action by the Holder of any Note shall
    bind every future Holder of the same Note and the Holder of
    every Note issued upon the registration of transfer thereof or
    in exchange therefor or in lieu thereof, in respect of any
    action taken, suffered or omitted by the Trustee or the Issuer
    in reliance thereon, whether or not notation of such action is
    made upon such Note.



 



    (e) The Issuer may, but shall not be obligated to, fix a
    record date for the purpose of determining the identity of
    Holders entitled to give any request, demand, authorization,
    direction, notice, consent, waiver or take any other act, or to
    vote or consent to any action by vote or consent authorized or
    permitted to be given or taken by Holders.



 



    (f) Without limiting the foregoing, a Holder entitled to
    take any action hereunder with regard to any particular Note may
    do so with regard to all or any part of the principal amount of
    such Note or by one or more duly appointed agents, each of which
    may do so pursuant to such appointment with regard to all or any
    part of such principal amount. Any notice given or action taken
    by a Holder or its agents with regard to different parts of such
    principal amount pursuant to this paragraph shall have the same
    effect as if given or taken by separate Holders of each such
    different part.



 



    (g) Without limiting the generality of the foregoing, a
    Holder, including DTC that is the Holder of a Global Note, may
    make, give or take, by a proxy or proxies duly appointed in
    writing, any request, demand, authorization, direction, notice,
    consent, waiver or other action provided in this Indenture to be
    made, given or taken by Holders, and DTC that is the Holder of a
    Global Note may provide its proxy or proxies to the beneficial
    owners of interests in any such Global Note through such
    depositary’s standing instructions and customary practices.



 



    (h) The Issuer may fix a record date for the purpose of
    determining the Persons who are beneficial owners of interests
    in any Global Note held by DTC entitled under the procedures of
    such depositary to make, give or take, by a proxy or proxies
    duly appointed in writing, any request, demand, authorization,
    direction, notice, consent, waiver or other action provided in
    this Indenture to be made, given or taken by Holders. If such a
    record date is fixed, the Holders on such record date or their
    duly appointed proxy or proxies, and only such Persons, shall be
    entitled to make, give or take such request, demand,
    authorization, direction, notice, consent, waiver or other
    action, whether or not such Holders remain Holders after such
    record date. No such request, demand, authorization, direction,
    notice, consent, waiver or other action shall be valid or
    effective if made, given or taken more than 90 days after
    such record date.



 




    ARTICLE 2

    



 




    THE NOTES
    



 



    Section 2.01  Form
    and Dating; Terms.



 



    (a) General.  The Notes and the
    Trustee’s certificate of authentication shall be
    substantially in the form of Exhibit A hereto. The
    Notes may have notations, legends or endorsements required by
    law, stock exchange rules or usage. Each Note shall be dated the
    date of its authentication. The Notes shall be in denominations
    of $2,000 and integral multiples of $1,000 in excess thereof.



 



    (b) Global Notes.  Notes issued in
    global form shall be substantially in the form of
    Exhibit A hereto (including the Global Note Legend
    thereon and the “Schedule of Exchanges of Interests in the
    Global Note” attached thereto). Notes issued in definitive
    form shall be substantially in the form of Exhibit A
    hereto (but without the Global Note Legend thereon and without
    the “Schedule of Exchanges of Interests in the Global
    Note” attached thereto). Each Global Note shall represent
    such of the outstanding Notes as shall be specified in the
    “Schedule of Exchanges of Interests in the Global
    Note” attached thereto and each shall provide that it shall
    represent up to the aggregate principal amount of Notes from
    time to time endorsed thereon and that the aggregate principal
    amount of outstanding Notes represented thereby may from time to
    time be reduced or increased, as applicable, to reflect
    exchanges and redemptions. Any endorsement of a Global Note to
    reflect the amount of any increase or decrease in the aggregate
    principal amount of outstanding Notes represented thereby shall
    be made by the Trustee or the Custodian, at the direction of the
    Trustee, in accordance with instructions given by the Holder
    thereof as required by Section 2.06 hereof.




    

    25








 






    (c) Temporary Global Notes.  Notes
    offered and sold in reliance on Regulation S shall be
    issued initially in the form of the Regulation S Temporary
    Global Note, which shall be deposited on behalf of the
    purchasers of the Notes represented thereby with the Trustee, as
    custodian for the Depositary, and registered in the name of the
    Depositary or the nominee of the Depositary for the accounts of
    designated agents holding on behalf of Euroclear or Clearstream,
    duly executed by the Issuer and authenticated by the Trustee as
    hereinafter provided.



 



    Following the termination of the Restricted Period, beneficial
    interests in the Regulation S Temporary Global Note shall
    be exchanged for beneficial interests in the Regulation S
    Permanent Global Note pursuant to the Applicable Procedures.
    Simultaneously with the authentication of the Regulation S
    Permanent Global Note, the Trustee shall cancel the
    Regulation S Temporary Global Note. The aggregate principal
    amount of the Regulation S Temporary Global Note and the
    Regulation S Permanent Global Note may from time to time be
    increased or decreased by adjustments made on the records of the
    Trustee and the Depositary or its nominee, as the case may be,
    in connection with transfers of interest as hereinafter provided.



 



    (d) Terms.  The aggregate principal
    amount of Notes that may be authenticated and delivered under
    this Indenture is unlimited.



 



    The terms and provisions contained in the Notes shall
    constitute, and are hereby expressly made, a part of this
    Indenture and the Issuer, the Guarantors and the Trustee, by
    their execution and delivery of this Indenture, expressly agree
    to such terms and provisions and to be bound thereby. However,
    to the extent any provision of any Note conflicts with the
    express provisions of this Indenture, the provisions of this
    Indenture shall govern and be controlling.



 



    The Notes shall be subject to repurchase by the Issuer pursuant
    to an Asset Sale Offer as provided in Section 4.10 hereof
    or a Change of Control Offer as provided in Section 4.14
    hereof. The Notes shall not be redeemable, other than as
    provided in Article 3.



 



    Additional Notes ranking pari passu with the Initial
    Notes may be created and issued from time to time by the Issuer
    without notice to or consent of the Holders and shall be
    consolidated with and form a single class with the Initial Notes
    and shall have the same terms as to status, redemption or
    otherwise as the Initial Notes; provided, that the
    Issuer’s ability to issue Additional Notes shall be subject
    to the Issuer’s compliance with Section 4.09 hereof.
    Any Additional Notes shall be issued with the benefit of an
    indenture supplemental to this Indenture.



 



    (e) Euroclear and Clearstream Procedures
    Applicable.  The provisions of the
    “Operating Procedures of the Euroclear System” and
    “Terms and Conditions Governing Use of Euroclear” and
    the “General Terms and Conditions of Clearstream
    Banking” and “Customer Handbook” of Clearstream
    shall be applicable to transfers of beneficial interests in the
    Regulation S Temporary Global Note and the
    Regulation S Permanent Global Notes that are held by
    Participants through Euroclear or Clearstream.



 



    Section 2.02  Execution
    and Authentication.



 



    At least one Officer shall execute the Notes on behalf of the
    Issuer by manual or facsimile signature.



 



    If an Officer whose signature is on a Note no longer holds that
    office at the time a Note is authenticated, the Note shall
    nevertheless be valid.



 



    A Note shall not be entitled to any benefit under this Indenture
    or be valid or obligatory for any purpose until authenticated
    substantially in the form of Exhibit A hereto, as
    the case may be, by the manual signature of the Trustee. The
    signature shall be conclusive evidence that the Note has been
    duly authenticated and delivered under this Indenture.



 



    On the Issue Date, the Trustee shall, upon receipt of an Issuer
    Order (an “Authentication Order”), authenticate
    and deliver the Initial Notes. In addition, at any time, from
    time to time, the Trustee shall upon an Authentication Order
    authenticate and deliver any Additional Notes for an aggregate
    principal amount specified in such Authentication Order for such
    Additional Notes issued hereunder.



 



    The Trustee may appoint an authenticating agent acceptable to
    the Issuer to authenticate Notes. An authenticating agent may
    authenticate Notes whenever the Trustee may do so. Each
    reference in this Indenture to




    

    26








 






    authentication by the Trustee includes authentication by such
    agent. An authenticating agent has the same rights as an Agent
    to deal with Holders or an Affiliate of the Issuer.



 



    Section 2.03  Registrar
    and Paying Agent.



 



    The Issuer shall maintain an office or agency where Notes may be
    presented for registration of transfer or for exchange
    (“Registrar”) and an office or agency where
    Notes may be presented for payment (“Paying
    Agent”). The Registrar shall keep a register of the
    Notes (“Note Register”) and of their transfer
    and exchange. The Issuer may appoint one or more co-registrars
    and one or more additional paying agents. The term
    “Registrar” includes any
    co-registrar
    and the term “Paying Agent” includes any
    additional paying agent. The Issuer may change any Paying Agent
    or Registrar without prior notice to any Holder. The Issuer
    shall notify the Trustee in writing of the name and address of
    any Agent not a party to this Indenture. If the Issuer fails to
    appoint or maintain another entity as Registrar or Paying Agent,
    the Trustee shall act as such. The Issuer or any of its
    Subsidiaries may act as Paying Agent or Registrar.



 



    The Issuer initially appoints The Depository Trust Company
    (“DTC”) to act as Depositary with respect to
    the Global Notes.



 



    The Issuer initially appoints the Trustee to act as the Paying
    Agent and Registrar for the Notes and to act as Custodian with
    respect to the Global Notes.



 



    Section 2.04  Paying
    Agent to Hold Money in Trust.



 



    The Issuer shall require each Paying Agent other than the
    Trustee to agree in writing that the Paying Agent shall hold in
    trust for the benefit of Holders or the Trustee all money held
    by the Paying Agent for the payment of principal, premium, if
    any, or interest on the Notes, and will notify the Trustee of
    any default by the Issuer in making any such payment. While any
    such default continues, the Trustee may require a Paying Agent
    to pay all money held by it to the Trustee. The Issuer at any
    time may require a Paying Agent to pay all money held by it to
    the Trustee. Upon payment over to the Trustee, the Paying Agent
    (if other than the Issuer or a Subsidiary) shall have no further
    liability for the money. If the Issuer or a Subsidiary acts as
    Paying Agent, it shall segregate and hold in a separate trust
    fund for the benefit of the Holders all money held by it as
    Paying Agent. Upon any bankruptcy or reorganization proceedings
    relating to the Issuer, the Trustee shall serve as Paying Agent
    for the Notes.



 



    Section 2.05  Holder
    Lists.



 



    The Trustee shall preserve in as current a form as is reasonably
    practicable the most recent list available to it of the names
    and addresses of all Holders. If the Trustee is not the
    Registrar, the Issuer shall furnish to the Trustee at least two
    Business Days before each Interest Payment Date and at such
    other times as the Trustee may request in writing, a list in
    such form and as of such date as the Trustee may reasonably
    require of the names and addresses of the Holders of Notes.



 



    Section 2.06  Transfer
    and Exchange.



 



    (a) Transfer and Exchange of Global
    Notes.  Except as otherwise set forth in this
    Section 2.06, a Global Note may be transferred, in whole
    and not in part, only to another nominee of the Depositary or to
    a successor Depositary or a nominee of such successor
    Depositary. A beneficial interest in a Global Note may not be
    exchanged for a Definitive Note unless (i) the Depositary
    (x) notifies the Issuer that it is unwilling or unable to
    continue as Depositary for such Global Note or (y) has
    ceased to be a clearing agency registered under the Exchange Act
    and, in either case, a successor Depositary is not appointed by
    the Issuer within 120 days, (ii) the Issuer, at its
    option, notifies the Trustee in writing that it elects to cause
    the issuance of the Definitive Notes or (iii) there shall
    have occurred and be continuing a Default or Event of Default
    with respect to the Notes. Upon the occurrence of any of the
    preceding events in (i), (ii) or (iii) above,
    Definitive Notes delivered in exchange for any Global Note or
    beneficial interests therein will be registered in the names,
    and issued in any approved denominations, requested by or on
    behalf of the Depositary (in accordance with its customary
    procedures). Global Notes also may be exchanged or replaced, in
    whole or in part, as provided in Sections 2.07 and 2.10
    hereof. Every Note authenticated and delivered in exchange for,
    or in lieu of, a Global Note or any portion thereof, pursuant to
    this Section 2.06 or Section 2.07 or 2.10 hereof,
    shall be authenticated and delivered in the form of, and shall
    be, a Global Note, except for Definitive Notes issued subsequent
    to any of the preceding events in (i), (ii) or
    (iii) above and pursuant to




    

    27








 






    Section 2.06(c) hereof. A Global Note may not be exchanged
    for another Note other than as provided in this
    Section 2.06(a); provided, however,
    beneficial interests in a Global Note may be transferred and
    exchanged as provided in Section 2.06(b) or (c) hereof.



 



    (b) Transfer and Exchange of Beneficial Interests in
    the Global Notes.  The transfer and exchange
    of beneficial interests in the Global Notes shall be effected
    through the Depositary, in accordance with the provisions of
    this Indenture and the Applicable Procedures. Beneficial
    interests in the Restricted Global Notes shall be subject to
    restrictions on transfer comparable to those set forth herein to
    the extent required by the Securities Act. Transfers of
    beneficial interests in the Global Notes also shall require
    compliance with either subsection (i) or (ii) below,
    as applicable, as well as one or more of the other following
    subsections, as applicable:



 



    (i) Transfer of Beneficial Interests in the Same
    Global Note.  Beneficial interests in any
    Restricted Global Note may be transferred to Persons who take
    delivery thereof in the form of a beneficial interest in the
    same Restricted Global Note in accordance with the transfer
    restrictions set forth in the Private Placement Legend;
    provided, however, that prior to the expiration of
    the Restricted Period, transfers of beneficial interests in the
    Regulation S Temporary Global Note may not be made to a
    U.S. Person or for the account or benefit of a
    U.S. Person. Beneficial interests in any Unrestricted
    Global Note may be transferred to Persons who take delivery
    thereof in the form of a beneficial interest in an Unrestricted
    Global Note. No written orders or instructions shall be required
    to be delivered to the Registrar to effect the transfers
    described in this Section 2.06(b)(i).



 



    (ii) All Other Transfers and Exchanges of Beneficial
    Interests in Global Notes.  In connection with
    all transfers and exchanges of beneficial interests that are not
    subject to Section 2.06(b)(i) hereof, the transferor of
    such beneficial interest must deliver to the Registrar either
    (A) (1) a written order from a Participant or an Indirect
    Participant given to the Depositary in accordance with the
    Applicable Procedures directing the Depositary to credit or
    cause to be credited a beneficial interest in another Global
    Note in an amount equal to the beneficial interest to be
    transferred or exchanged and (2) instructions given in
    accordance with the Applicable Procedures containing information
    regarding the Participant account to be credited with such
    increase or (B) (1) a written order from a Participant or
    an Indirect Participant given to the Depositary in accordance
    with the Applicable Procedures directing the Depositary to cause
    to be issued a Definitive Note in an amount equal to the
    beneficial interest to be transferred or exchanged and
    (2) instructions given by the Depositary to the Registrar
    containing information regarding the Person in whose name such
    Definitive Note shall be registered to effect the transfer or
    exchange referred to in (1) above; provided, that in
    no event shall Definitive Notes be issued upon the transfer or
    exchange of beneficial interests in the Regulation S
    Temporary Global Note prior to (A) the expiration of the
    Restricted Period and (B) the receipt by the Registrar of
    any certificates required pursuant to Rule 903. Upon
    satisfaction of all of the requirements for transfer or exchange
    of beneficial interests in Global Notes contained in this
    Indenture and the Notes or otherwise applicable under the
    Securities Act, the Trustee shall adjust the principal amount of
    the relevant Global Note(s) pursuant to Section 2.06(g) hereof.



 



    (iii) Transfer of Beneficial Interests to Another
    Restricted Global Note.  A beneficial interest
    in any Restricted Global Note may be transferred to a Person who
    takes delivery thereof in the form of a beneficial interest in
    another Restricted Global Note if the transfer complies with the
    requirements of Section 2.06(b)(ii) hereof and the
    Registrar receives the following:



 



    (A) if the transferee will take delivery in the form of a
    beneficial interest in the 144A Global Note, then the transferor
    must deliver a certificate in the form of Exhibit B
    hereto, including the certifications in item
    (1) thereof; or



 



    (B) if the transferee will take delivery in the form of a
    beneficial interest in the Regulation S Global Note, then
    the transferor must deliver a certificate in the form of
    Exhibit B hereto, including the certifications in item
    (2) thereof.



 



    (iv) Transfer and Exchange of Beneficial Interests in a
    Restricted Global Note for Beneficial Interests in an
    Unrestricted Global Note. A beneficial interest in any
    Restricted Global Note may be exchanged by any holder thereof
    for a beneficial interest in an Unrestricted Global Note or
    transferred to a Person who takes




    

    28








 






    delivery thereof in the form of a beneficial interest in an
    Unrestricted Global Note if the exchange or transfer complies
    with the requirements of Section 2.06(b)(ii) hereof and the
    Registrar receives the following:



 



    (1) if the holder of such beneficial interest in a
    Restricted Global Note proposes to exchange such beneficial
    interest for a beneficial interest in an Unrestricted Global
    Note, a certificate from such Holder substantially in the form
    of Exhibit C hereto, including the certifications in
    item (1)(a) thereof; or



 



    (2) if the holder of such beneficial interest in a
    Restricted Global Note proposes to transfer such beneficial
    interest to a Person who shall take delivery thereof in the form
    of a beneficial interest in an Unrestricted Global Note, a
    certificate from such holder in the form of
    Exhibit B hereto, including the certifications in
    item (4) thereof, and, in each such case set forth in this
    subsection (iv), if the Registrar so requests or if the
    Applicable Procedures so require, an Opinion of Counsel in form
    reasonably acceptable to the Registrar to the effect that such
    exchange or transfer is in compliance with the Securities Act
    and that the restrictions on transfer contained herein and in
    the Private Placement Legend are no longer required in order to
    maintain compliance with the Securities Act.



 



    If any such transfer is effected pursuant to this
    subsection (iv) at a time when an Unrestricted Global Note
    has not yet been issued, the Issuer shall issue and, upon
    receipt of an Authentication Order in accordance with
    Section 2.02 hereof, the Trustee shall authenticate one or
    more Unrestricted Global Notes in an aggregate principal amount
    equal to the aggregate principal amount of beneficial interests
    transferred pursuant to this subsection (iv).



 



    Beneficial interests in an Unrestricted Global Note cannot be
    exchanged for, or transferred to Persons who take delivery
    thereof in the form of, a beneficial interest in a Restricted
    Global Note.



 



    (c) Transfer or Exchange of Beneficial Interests for
    Definitive Notes.



 



    (i) Beneficial Interests in Restricted Global Notes
    to Restricted Definitive Notes.  If any holder
    of a beneficial interest in a Restricted Global Note proposes to
    exchange such beneficial interest for a Restricted Definitive
    Note or to transfer such beneficial interest to a Person who
    takes delivery thereof in the form of a Restricted Definitive
    Note, then, upon the occurrence of any of the events in
    paragraph (i) or (ii) of Section 2.06(a) hereof
    and receipt by the Registrar of the following documentation:



 



    (A) if the holder of such beneficial interest in a
    Restricted Global Note proposes to exchange such beneficial
    interest for a Restricted Definitive Note, a certificate from
    such holder substantially in the form of Exhibit C
    hereto, including the certifications in item (2)(a) thereof;



 



    (B) if such beneficial interest is being transferred to a
    QIB in accordance with Rule 144A, a certificate
    substantially in the form of Exhibit B hereto,
    including the certifications in item (1) thereof;



 



    (C) if such beneficial interest is being transferred to a
    Non-U.S. Person
    in an offshore transaction in accordance with Rule 903 or
    Rule 904, a certificate substantially in the form of
    Exhibit B hereto, including the certifications in
    item (2) thereof;



 



    (D) if such beneficial interest is being transferred
    pursuant to an exemption from the registration requirements of
    the Securities Act in accordance with Rule 144, a
    certificate substantially in the form of Exhibit B
    hereto, including the certifications in item (3)(a) thereof;



 



    (E) if such beneficial interest is being transferred to the
    Issuer or any of its Restricted Subsidiaries, a certificate
    substantially in the form of Exhibit B hereto,
    including the certifications in item (3)(b) thereof; or



 



    (F) if such beneficial interest is being transferred
    pursuant to an effective registration statement under the
    Securities Act, a certificate substantially in the form of
    Exhibit B hereto, including the certifications in
    item (3)(c) thereof,



 



    the Trustee shall cause the aggregate principal amount of the
    applicable Global Note to be reduced accordingly pursuant to
    Section 2.06(g) hereof, and the Issuer shall execute and
    the Trustee shall authenticate and mail to the Person designated
    in the instructions a Definitive Note in the applicable
    principal amount. Any Definitive Note issued in exchange for a
    beneficial interest in a Restricted Global Note pursuant to this
    Section 2.06(c)




    

    29








 






    shall be registered in such name or names and in such authorized
    denomination or denominations as the holder of such beneficial
    interest shall instruct the Registrar through instructions from
    the Depositary and the Participant or Indirect Participant. The
    Trustee shall mail such Definitive Notes to the Persons in whose
    names such Notes are so registered. Any Definitive Note issued
    in exchange for a beneficial interest in a Restricted Global
    Note pursuant to this Section 2.06(c)(i) shall bear the
    Private Placement Legend and shall be subject to all
    restrictions on transfer contained therein.



 



    (ii) Beneficial Interests in Regulation S
    Temporary Global Note to Definitive
    Notes.  Notwithstanding
    Sections 2.06(c)(i)(A) and (C) hereof, a beneficial
    interest in the Regulation S Temporary Global Note may not
    be exchanged for a Definitive Note or transferred to a Person
    who takes delivery thereof in the form of a Definitive Note
    prior to (A) the expiration of the Restricted Period and
    (B) the receipt by the Registrar of any certificates
    required pursuant to Rule 903(b)(3)(ii)(B) of the
    Securities Act, except in the case of a transfer pursuant to an
    exemption from the registration requirements of the Securities
    Act other than Rule 903 or Rule 904.



 



    (iii) Beneficial Interests in Restricted Global Notes
    to Unrestricted Definitive Notes.  A holder of
    a beneficial interest in a Restricted Global Note may exchange
    such beneficial interest for an Unrestricted Definitive Note or
    may transfer such beneficial interest to a Person who takes
    delivery thereof in the form of an Unrestricted Definitive Note
    only upon the occurrence of any of the events in
    subsection (i) or (ii) of Section 2.06(a) hereof
    and if the Registrar receives the following:



 



    (1) if the holder of such beneficial interest in a
    Restricted Global Note proposes to exchange such beneficial
    interest for an Unrestricted Definitive Note, a certificate from
    such holder substantially in the form of Exhibit C
    hereto, including the certifications in item (1)(b)
    thereof; or



 



    (2) if the holder of such beneficial interest in a
    Restricted Global Note proposes to transfer such beneficial
    interest to a Person who shall take delivery thereof in the form
    of an Unrestricted Definitive Note, a certificate from such
    holder substantially in the form of Exhibit B hereto,
    including the certifications in item (4) thereof;



 



    and, in each such case set forth in this subsection (iii), if
    the Registrar so requests or if the Applicable Procedures so
    require, an Opinion of Counsel in form reasonably acceptable to
    the Registrar to the effect that such exchange or transfer is in
    compliance with the Securities Act and that the restrictions on
    transfer contained herein and in the Private Placement Legend
    are no longer required in order to maintain compliance with the
    Securities Act.



 



    (iv) Beneficial Interests in Unrestricted Global
    Notes to Unrestricted Definitive Notes.  If
    any holder of a beneficial interest in an Unrestricted Global
    Note proposes to exchange such beneficial interest for a
    Definitive Note or to transfer such beneficial interest to a
    Person who takes delivery thereof in the form of a Definitive
    Note, then, upon the occurrence of any of the events in
    subsection (i) or (ii) of Section 2.06(a) hereof
    and satisfaction of the conditions set forth in
    Section 2.06(b)(ii) hereof, the Trustee shall cause the
    aggregate principal amount of the applicable Global Note to be
    reduced accordingly pursuant to Section 2.06(g) hereof, and
    the Issuer shall execute and the Trustee shall authenticate and
    mail to the Person designated in the instructions a Definitive
    Note in the applicable principal amount. Any Definitive Note
    issued in exchange for a beneficial interest pursuant to this
    Section 2.06(c)(iv) shall be registered in such name or
    names and in such authorized denomination or denominations as
    the holder of such beneficial interest shall instruct the
    Registrar through instructions from or through the Depositary
    and the Participant or Indirect Participant. The Trustee shall
    mail such Definitive Notes to the Persons in whose names such
    Notes are so registered. Any Definitive Note issued in exchange
    for a beneficial interest pursuant to this
    Section 2.06(c)(iv) shall not bear the Private Placement
    Legend.



 



    (d) Transfer and Exchange of Definitive Notes for
    Beneficial Interests.



 



    (i) Restricted Definitive Notes to Beneficial
    Interests in Restricted Global Notes.  If any
    Holder of a Restricted Definitive Note proposes to exchange such
    Note for a beneficial interest in a Restricted Global Note




    

    30








 






    or to transfer such Restricted Definitive Note to a Person who
    takes delivery thereof in the form of a beneficial interest in a
    Restricted Global Note, then, upon receipt by the Registrar of
    the following documentation:



 



    (A) if the Holder of such Restricted Definitive Note
    proposes to exchange such Note for a beneficial interest in a
    Restricted Global Note, a certificate from such Holder
    substantially in the form of Exhibit C hereto,
    including the certifications in item (2)(b) thereof;



 



    (B) if such Restricted Definitive Note is being transferred
    to a QIB in accordance with Rule 144A, a certificate
    substantially in the form of Exhibit B hereto,
    including the certifications in item (1) thereof;



 



    (C) if such Restricted Definitive Note is being transferred
    to a
    Non-U.S. Person
    in an offshore transaction in accordance with Rule 903 or
    Rule 904, a certificate substantially in the form of
    Exhibit B hereto, including the certifications in
    item (2) thereof;



 



    (D) if such Restricted Definitive Note is being transferred
    pursuant to an exemption from the registration requirements of
    the Securities Act in accordance with Rule 144, a
    certificate substantially in the form of Exhibit B
    hereto, including the certifications in item (3)(a) thereof;



 



    (E) if such Restricted Definitive Note is being transferred
    to the Issuer or any of its Restricted Subsidiaries, a
    certificate substantially in the form of Exhibit B
    hereto, including the certifications in item (3)(b)
    thereof; or



 



    (F) if such Restricted Definitive Note is being transferred
    pursuant to an effective registration statement under the
    Securities Act, a certificate substantially in the form of
    Exhibit B hereto, including the certifications in
    item (3)(c) thereof,



 



    the Trustee shall cancel the Restricted Definitive Note,
    increase or cause to be increased the aggregate principal amount
    of, in the case of clause (A) above, the applicable
    Restricted Global Note, in the case of clause (B) above,
    the applicable 144A Global Note, and in the case of
    clause (C) above, the applicable Regulation S Global
    Note.



 



    (ii) Restricted Definitive Notes to Beneficial
    Interests in Unrestricted Global Notes.  A
    Holder of a Restricted Definitive Note may exchange such Note
    for a beneficial interest in an Unrestricted Global Note or
    transfer such Restricted Definitive Note to a Person who takes
    delivery thereof in the form of a beneficial interest in an
    Unrestricted Global Note only if the Registrar receives the
    following:



 



    (A) if the Holder of such Definitive Notes proposes to
    exchange such Notes for a beneficial interest in the
    Unrestricted Global Note, a certificate from such Holder
    substantially in the form of Exhibit C hereto,
    including the certifications in item (1)(c) thereof; or



 



    (B) if the Holder of such Definitive Notes proposes to
    transfer such Notes to a Person who shall take delivery thereof
    in the form of a beneficial interest in the Unrestricted Global
    Note, a certificate from such Holder substantially in the form
    of Exhibit B hereto, including the certifications in
    item (4) thereof;



 



    and, in each such case set forth in this subsection (ii), if the
    Registrar so requests or if the Applicable Procedures so
    require, an Opinion of Counsel in form reasonably acceptable to
    the Registrar to the effect that such exchange or transfer is in
    compliance with the Securities Act and that the restrictions on
    transfer contained herein and in the Private Placement Legend
    are no longer required in order to maintain compliance with the
    Securities Act.



 



    Upon satisfaction of the conditions of any of the subsections in
    this Section 2.06(d)(ii), the Trustee shall cancel the
    Definitive Notes and increase or cause to be increased the
    aggregate principal amount of the Unrestricted Global Note.



 



    (iii) Unrestricted Definitive Notes to Beneficial
    Interests in Unrestricted Global Notes.  A
    Holder of an Unrestricted Definitive Note may exchange such Note
    for a beneficial interest in an Unrestricted Global Note or
    transfer such Definitive Notes to a Person who takes delivery
    thereof in the form of a beneficial interest in an Unrestricted
    Global Note at any time. Upon receipt of a request for such an
    exchange or transfer, the Trustee




    

    31








 






    shall cancel the applicable Unrestricted Definitive Note and
    increase or cause to be increased the aggregate principal amount
    of one of the Unrestricted Global Notes.



 



    If any such exchange or transfer from a Definitive Note to a
    beneficial interest is effected pursuant to subsection (ii)
    or (iii) above at a time when an Unrestricted Global Note
    has not yet been issued, the Issuer shall issue and, upon
    receipt of an Authentication Order in accordance with
    Section 2.02 hereof, the Trustee shall authenticate one or
    more Unrestricted Global Notes in an aggregate principal amount
    equal to the principal amount of Definitive Notes so transferred.



 



    (e) Transfer and Exchange of Definitive Notes for
    Definitive Notes.  Upon request by a Holder of
    Definitive Notes and such Holder’s compliance with the
    provisions of this Section 2.06(e), the Registrar shall
    register the transfer or exchange of Definitive Notes. Prior to
    such registration of transfer or exchange, the requesting Holder
    shall present or surrender to the Registrar the Definitive Notes
    duly endorsed or accompanied by a written instruction of
    transfer in form satisfactory to the Registrar duly executed by
    such Holder or by its attorney, duly authorized in writing. In
    addition, the requesting Holder shall provide any additional
    certifications, documents and information, as applicable,
    required pursuant to the following provisions of this
    Section 2.06(e):



 



    (i) Restricted Definitive Notes to Restricted
    Definitive Notes.  Any Restricted Definitive
    Note may be transferred to and registered in the name of Persons
    who take delivery thereof in the form of a Restricted Definitive
    Note if the Registrar receives the following:



 



    (A) if the transfer will be made pursuant to a QIB in
    accordance with Rule 144A, then the transferor must deliver
    a certificate substantially in the form of Exhibit B
    hereto, including the certifications in item (1) thereof;



 



    (B) if the transfer will be made pursuant to Rule 903
    or Rule 904 then the transferor must deliver a certificate in
    the form of Exhibit B hereto, including the
    certifications in item (2) thereof; or



 



    (C) if the transfer will be made pursuant to any other
    exemption from the registration requirements of the Securities
    Act, then the transferor must deliver a certificate in the form
    of Exhibit B hereto, including the certifications
    required by item (3) thereof, if applicable.



 



    (ii) Restricted Definitive Notes to Unrestricted
    Definitive Notes.  Any Restricted Definitive
    Note may be exchanged by the Holder thereof for an Unrestricted
    Definitive Note or transferred to a Person or Persons who take
    delivery thereof in the form of an Unrestricted Definitive Note
    if the Registrar receives the following:



 



    (A) if the Holder of such Restricted Definitive Notes
    proposes to exchange such Notes for an Unrestricted Definitive
    Note, a certificate from such Holder substantially in the form
    of Exhibit C hereto, including the certifications in
    item (1)(d) thereof; or



 



    (B) if the Holder of such Restricted Definitive Notes
    proposes to transfer such Notes to a Person who shall take
    delivery thereof in the form of an Unrestricted Definitive Note,
    a certificate from such Holder substantially in the form of
    Exhibit B hereto, including the certifications in
    item (4) thereof;



 



    and, in each such case set forth in this subsection (ii), if the
    Registrar so requests, an Opinion of Counsel in form reasonably
    acceptable to the Registrar to the effect that such exchange or
    transfer is in compliance with the Securities Act and that the
    restrictions on transfer contained herein and in the Private
    Placement Legend are no longer required in order to maintain
    compliance with the Securities Act.



 



    (iii) Unrestricted Definitive Notes to Unrestricted
    Definitive Notes.  A Holder of Unrestricted
    Definitive Notes may transfer such Notes to a Person who takes
    delivery thereof in the form of an Unrestricted Definitive Note.
    Upon receipt of a request to register such a transfer, the
    Registrar shall register the Unrestricted Definitive Notes
    pursuant to the instructions from the Holder thereof.




    

    32








 






    (f) Legends.  The following legends
    shall appear on the face of all Global Notes and Definitive
    Notes issued under this Indenture unless specifically stated
    otherwise in the applicable provisions of this Indenture:



 



    (i) Private Placement Legend.



 



    (A) Except as permitted by subsection (B) below, each
    Global Note and each Definitive Note (and all Notes issued in
    exchange therefor or substitution thereof) shall bear the legend
    in substantially the following form:



 



    THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
    “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
    CANNOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
    UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
    STATE SECURITIES LAWS OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
    OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
    SECURITY, BY ITS ACCEPTANCE HEREOF OF A BENEFICIAL INTEREST
    HEREIN:



 



    (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
    INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
    THE SECURITIES ACT), (B) IT IS ACQUIRING THIS NOTE IN
    AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
    UNDER THE SECURITIES ACT OR (C) IT IS AN
    “INSTITUTIONAL ACCREDITED INVESTOR” (AS DEFINED IN
    RULE 501(A)(1),(2), (3) OR (7) OF
    REGULATION D UNDER THE SECURITIES ACT);



 



    (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
    ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
    OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
    “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE
    CASE OF NEW NOTES SOLD PURSUANT TO RULE 144A: ONE
    YEAR] [IN THE CASE OF NEW NOTES SOLD PURSUANT TO
    REGULATION S: 40 DAYS] AFTER THE LATER OF THE ORIGINAL
    ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
    AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
    PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
    (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
    DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
    LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
    RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
    REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
    BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
    ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
    QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
    TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
    (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
    UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
    SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
    INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
    (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
    INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS
    OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
    ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM AMOUNT OF THE
    SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
    VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
    IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
    ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
    REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE
    EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES
    ACT, IF AVAILABLE, IN EACH CASE, IN ACCORDANCE WITH THE
    APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
    ANY OTHER APPLICABLE JURISDICTION AND SUBJECT TO THE
    ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
    OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
    (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
    CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
    THEM; AND




    

    33








 






    (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
    NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
    SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 



    [IN THE CASE OF NEW NOTES SOLD PURSUANT TO
    REGULATION S: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
    REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
    PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
    ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
    WITH REGULATION S UNDER THE SECURITIES ACT.]



 



    BY ACCEPTING A BENEFICIAL INTEREST IN THIS SECURITY, EACH HOLDER
    HEREOF AND EACH SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND
    WARRANT THAT (A)(1) IT IS NOT (a) AN EMPLOYEE BENEFIT PLAN
    SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF THE
    EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
    (“ERISA”), (b) A PLAN TO WHICH SECTION 4975
    OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
    “CODE”) APPLIES, (c) AN ENTITY WHOSE UNDERLYING
    ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT
    IN THE ENTITY (EACH OF (a), (b) AND (c), A “BENEFIT
    PLAN INVESTOR”), (d) A GOVERNMENTAL PLAN AS DEFINED IN
    SECTION 3(32) OF ERISA (“GOVERNMENTAL PLAN”),
    (e) A CHURCH PLAN AS DEFINED IN SECTION 3(33) OF ERISA
    THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(d) OF THE
    CODE (“CHURCH PLAN”) OR (f) A
    NON-U.S. PLAN,
    (2) IT IS A BENEFIT PLAN INVESTOR AND ITS PURCHASE AND
    HOLDING OF THE NOTE WILL NOT RESULT IN A NON-EXEMPT
    PROHIBITED TRANSACTION UNDER SECTION 406 OR 407 OF ERISA OR
    SECTION 4975 OF THE CODE, OR (3)(a) IT IS A GOVERNMENTAL
    PLAN, A CHURCH PLAN OR A
    NON-U.S. PLAN
    AND (b) ITS PURCHASE AND HOLDING OF THE NOTE IS NOT
    SUBJECT TO (I) ERISA, (II) SECTION 4975 OF THE
    CODE OR (III) ANY OTHER FEDERAL, STATE, LOCAL OR
    NON-U.S. LAW
    THAT PROHIBITS OR IMPOSES AN EXCISE OR PENALTY TAX ON THE
    PURCHASE OR HOLDING OF THE NOTE; AND (B) EACH HOLDER AND
    SUBSEQUENT TRANSFEREE WILL PROMPTLY NOTIFY THE ISSUER AND THE
    TRUSTEE IF, AT ANY TIME, IT IS NO LONGER ABLE TO MAKE THE
    REPRESENTATIONS CONTAINED IN CLAUSE (A) ABOVE.



 



    (B) Notwithstanding the foregoing, any Global Note or
    Definitive Note issued pursuant to subsection (b)(iv), (c)(iii),
    (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section
    2.06 (and all Notes issued in exchange therefor or substitution
    thereof) shall not bear the Private Placement Legend.



 



    (ii) Global Note Legend.  Each
    Global Note shall bear a legend in substantially the following
    form:



 



    THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
    THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
    THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
    TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
    (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
    REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE,
    (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
    NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
    INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
    THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
    THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
    TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
    CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
    OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
    NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
    DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
    DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
    DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
    SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
    STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR
    ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
    ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME




    

    34








 






    OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
    BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
    TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
    BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
    WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
    CEDE & CO., HAS AN INTEREST HEREIN.



 



    (iii) Regulation S Temporary Global Note
    Legend.  The Regulation S Temporary
    Global Note shall bear a legend in substantially the following
    form:



 



    THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
    TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE
    U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
    “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE
    UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
    U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
    EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
    SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
    USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S
    UNDER THE SECURITIES ACT.



 



    (g) Cancellation
    and/or
    Adjustment of Global Notes.  At such time as
    all beneficial interests in a particular Global Note have been
    exchanged for Definitive Notes or a particular Global Note has
    been redeemed, repurchased or canceled in whole and not in part,
    each such Global Note shall be returned to or retained and
    canceled by the Trustee in accordance with Section 2.11
    hereof. At any time prior to such cancellation, if any
    beneficial interest in a Global Note is exchanged for or
    transferred to a Person who will take delivery thereof in the
    form of a beneficial interest in another Global Note or for
    Definitive Notes, the principal amount of Notes represented by
    such Global Note shall be reduced accordingly and an endorsement
    shall be made on such Global Note by the Trustee or by the
    Depositary at the direction of the Trustee to reflect such
    reduction; and if the beneficial interest is being exchanged for
    or transferred to a Person who will take delivery thereof in the
    form of a beneficial interest in another Global Note, such other
    Global Note shall be increased accordingly and an endorsement
    shall be made on such Global Note by the Trustee or by the
    Depositary at the direction of the Trustee to reflect such
    increase.



 



    (h) General Provisions Relating to Transfers and
    Exchanges.



 



    (i) To permit registrations of transfers and exchanges, the
    Issuer shall execute and the Trustee shall authenticate Global
    Notes and Definitive Notes upon receipt of an Authentication
    Order in accordance with Section 2.02 hereof or at the
    Registrar’s request.



 



    (ii) No service charge shall be made to a holder of a
    beneficial interest in a Global Note or to a Holder of a
    Definitive Note for any registration of transfer or exchange,
    but the Issuer may require payment of a sum sufficient to cover
    any transfer tax or similar governmental charge payable in
    connection therewith (other than any such transfer taxes or
    similar governmental charge payable upon exchange or transfer
    pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and
    9.05 hereof).



 



    (iii) Neither the Registrar nor the Issuer shall be
    required to register the transfer of or exchange any Note
    selected for redemption in whole or in part, except the
    unredeemed portion of any Note being redeemed in part.



 



    (iv) All Global Notes and Definitive Notes issued upon any
    registration of transfer or exchange of Global Notes or
    Definitive Notes shall be the valid obligations of the Issuer,
    evidencing the same debt, and entitled to the same benefits
    under this Indenture, as the Global Notes or Definitive Notes
    surrendered upon such registration of transfer or exchange.



 



    (v) The Issuer shall not be required (A) to issue, to
    register the transfer of or to exchange any Notes during a
    period beginning at the opening of business 15 days before
    the day of any selection of Notes for redemption under
    Section 3.02 hereof and ending at the close of business on
    the day of selection, (B) to register the transfer of or to
    exchange any Note so selected for redemption in whole or in
    part, except the unredeemed portion of any Note being redeemed
    in part or (C) to register the transfer of or to exchange a
    Note between a Record Date and the next succeeding Interest
    Payment Date.




    

    35








 






    (vi) Prior to due presentment for the registration of a
    transfer of any Note, the Trustee, any Agent and the Issuer may
    deem and treat the Person in whose name any Note is registered
    as the absolute owner of such Note for the purpose of receiving
    payment of principal of (and premium, if any) and interest on
    such Notes and for all other purposes, and none of the Trustee,
    any Agent or the Issuer shall be affected by notice to the
    contrary.



 



    (vii) Upon surrender for registration of transfer of any
    Note at the office or agency of the Issuer designated pursuant
    to Section 4.02 hereof, the Issuer shall execute, and the
    Trustee shall authenticate and mail, in the name of the
    designated transferee or transferees, one or more replacement
    Notes of any authorized denomination or denominations of a like
    aggregate principal amount.



 



    (viii) At the option of the Holder, Notes may be exchanged
    for other Notes of any authorized denomination or denominations
    of a like aggregate principal amount upon surrender of the Notes
    to be exchanged at such office or agency. Whenever any Global
    Notes or Definitive Notes are so surrendered for exchange, the
    Issuer shall execute, and the Trustee shall authenticate and
    mail, the replacement Global Notes and Definitive Notes which
    the Holder making the exchange is entitled to in accordance with
    the provisions of Section 2.02 hereof.



 



    (ix) All certifications, certificates and Opinions of
    Counsel required to be submitted to the Registrar pursuant to
    this Section 2.06 to effect a registration of transfer or
    exchange may be submitted by facsimile.



 



    Section 2.07  Replacement
    Notes.



 



    If any mutilated Note is surrendered to the Trustee, the
    Registrar or the Issuer and the Trustee receives evidence to its
    satisfaction of the ownership and destruction, loss or theft of
    any Note, the Issuer shall issue and the Trustee, upon receipt
    of an Authentication Order, shall authenticate a replacement
    Note if the Trustee’s requirements are met. If required by
    the Trustee or the Issuer, an indemnity bond must be supplied by
    the Holder that is sufficient in the judgment of the Trustee and
    the Issuer to protect the Issuer, the Trustee, any Agent and any
    authenticating agent from any loss that any of them may suffer
    if a Note is replaced. The Issuer may charge for its expenses in
    replacing a Note.



 



    Every replacement Note is a contractual obligation of the Issuer
    and shall be entitled to all of the benefits of this Indenture
    equally and proportionately with all other Notes duly issued
    hereunder.



 



    Section 2.08  Outstanding
    Notes.



 



    The Notes outstanding at any time are all the Notes
    authenticated by the Trustee except for those canceled by it,
    those delivered to it for cancellation, those reductions in the
    interest in a Global Note effected by the Trustee in accordance
    with the provisions hereof, and those described in this
    Section 2.08 as not outstanding. Except as set forth in
    Section 2.09 hereof, a Note does not cease to be
    outstanding because the Issuer or an Affiliate of the Issuer
    holds the Note.



 



    If a Note is replaced pursuant to Section 2.07 hereof, it
    ceases to be outstanding unless the Trustee receives proof
    satisfactory to it that the replaced Note is held by a bona fide
    purchaser.



 



    If the principal amount of any Note is considered paid under
    Section 4.01 hereof, it ceases to be outstanding and
    interest on it ceases to accrue.



 



    If the Paying Agent (other than the Issuer, a Subsidiary or an
    Affiliate of any thereof) holds, on a redemption date or
    maturity date, money sufficient to pay Notes payable on that
    date, then on and after that date such Notes shall be deemed to
    be no longer outstanding and shall cease to accrue interest.



 



    Section 2.09  Treasury
    Notes.



 



    In determining whether the Holders of the required principal
    amount of Notes have concurred in any direction, waiver or
    consent, Notes owned by the Issuer, or by any Affiliate of the
    Issuer, shall be considered as though not outstanding, except
    that for the purposes of determining whether the Trustee shall
    be protected in relying on any such direction, waiver or
    consent, only Notes that a Responsible Officer of the Trustee
    knows are so owned shall be so disregarded. Notes so owned which
    have been pledged in good faith shall not be disregarded if the
    pledgee establishes to the satisfaction of the Trustee the
    pledgee’s right to deliver any such direction, waiver or
    consent with




    

    36








 






    respect to the Notes and that the pledgee is not the Issuer or
    any obligor upon the Notes or any Affiliate of the Issuer or of
    such other obligor.



 



    Section 2.10  Temporary
    Notes.



 



    Until certificates representing Notes are ready for delivery,
    the Issuer may prepare and the Trustee, upon receipt of an
    Authentication Order, shall authenticate temporary Notes.
    Temporary Notes shall be substantially in the form of
    certificated Notes but may have variations that the Issuer
    considers appropriate for temporary Notes and as shall be
    reasonably acceptable to the Trustee. Without unreasonable
    delay, the Issuer shall prepare and the Trustee shall
    authenticate definitive Notes in exchange for temporary Notes.



 



    Holders and beneficial holders, as the case may be, of temporary
    Notes shall be entitled to all of the benefits accorded to
    Holders, or beneficial holders, respectively, of Notes under
    this Indenture.



 



    Section 2.11  Cancellation.



 



    The Issuer at any time may deliver Notes to the Trustee for
    cancellation. The Registrar and Paying Agent shall forward to
    the Trustee any Notes surrendered to them for registration of
    transfer, exchange or payment. The Trustee or, at the direction
    of the Trustee, the Registrar or the Paying Agent and no one
    else shall cancel all Notes surrendered for registration of
    transfer, exchange, payment, replacement or cancellation and
    shall destroy cancelled Notes (subject to the record retention
    requirement of the Exchange Act or the Trustee). Certification
    of the cancellation of all cancelled Notes shall be delivered to
    the Issuer. The Issuer may not issue new Notes to replace Notes
    that it has paid or that have been delivered to the Trustee for
    cancellation.



 



    Section 2.12  Defaulted
    Interest.



 



    If the Issuer defaults in a payment of interest on the Notes, it
    shall pay the defaulted interest in any lawful manner plus, to
    the extent lawful, interest payable on the defaulted interest to
    the Persons who are Holders on a subsequent special record date,
    in each case at the rate provided in the Notes and in
    Section 4.01 hereof. The Issuer shall notify the Trustee in
    writing of the amount of defaulted interest proposed to be paid
    on each Note and the date of the proposed payment (which
    proposed date must conform to the requirements of this
    Section 2.12), and at the same time the Issuer shall
    deposit with the Trustee an amount of money equal to the
    aggregate amount proposed to be paid in respect of such
    defaulted interest or shall make arrangements satisfactory to
    the Trustee for such deposit prior to the date of the proposed
    payment, such money when deposited to be held in trust for the
    benefit of the Persons entitled to such defaulted interest as
    provided in this Section 2.12. The Trustee shall fix or
    cause to be fixed each such special record date and payment
    date; provided, that no such special record date shall be
    less than 10 days prior to the related payment date for
    such defaulted interest. The Trustee shall promptly notify the
    Issuer of such special record date. At least 15 days before
    the special record date, the Issuer (or, upon the written
    request of the Issuer, the Trustee in the name and at the
    expense of the Issuer) shall send or cause to be mailed,
    first-class postage prepaid or electronically sent, to each
    Holder a notice at his or her address as it appears in the Note
    Register that states the special record date, the related
    payment date and the amount of such interest to be paid.



 



    Subject to the foregoing provisions of this Section 2.12
    and for greater certainty, each Note delivered under this
    Indenture upon registration of transfer of or in exchange for or
    in lieu of any other Note shall carry the rights to interest
    accrued and unpaid, and to accrue, which were carried by such
    other Note.



 



    Section 2.13  CUSIP
    Numbers.



 



    The Issuer in issuing the Notes may use CUSIP numbers (if then
    generally in use) and, if so, the Trustee shall use CUSIP
    numbers in notices of redemption as a convenience to Holders;
    provided, that any such notice may state that no
    representation is made as to the correctness of such numbers
    either as printed on the Notes or as contained in any notice of
    redemption and that reliance may be placed only on the other
    identification numbers printed on the Notes, and any such
    redemption shall not be affected by any defect in or omission of
    such numbers. The Issuer will as promptly as practicable notify
    the Trustee of any change in the CUSIP numbers.




    

    37








 







    ARTICLE 3

    



 




    REDEMPTION
    



 



    Section 3.01  Notices
    to Trustee.



 



    If the Issuer elects to redeem Notes pursuant to
    Section 3.07 hereof, it shall furnish to the Trustee, at
    least 2 Business Days before notice of redemption is required to
    be sent or caused to be sent to Holders pursuant to
    Section 3.03 hereof but not more than 60 days before a
    redemption date, an Officer’s Certificate setting forth
    (a) the paragraph or subparagraph of such Note
    and/or
    Section of this Indenture pursuant to which the redemption shall
    occur, (b) the redemption date, (c) the principal
    amount of the Notes to be redeemed and (d) the redemption
    price.



 



    Section 3.02  Selection
    of Notes to Be Redeemed.



 



    If less than all of the Notes are to be redeemed at any time,
    the Trustee shall select the Notes to be redeemed (a) if
    the Notes are listed on any national securities exchange, in
    compliance with the requirements of the principal national
    securities exchange on which the Notes are listed or (b) on
    a pro rata basis or, to the extent that selection on a pro rata
    basis is not practicable, by lot or by such other method the
    Trustee considers fair and appropriate. In the event of partial
    redemption by lot, the particular Notes to be redeemed shall be
    selected, unless otherwise provided herein, not less than 30 nor
    more than 60 days prior to the redemption date by the
    Trustee from the outstanding Notes not previously called for
    redemption.



 



    The Trustee shall promptly notify the Issuer in writing of the
    Notes selected for redemption and, in the case of any Note
    selected for partial redemption, the principal amount thereof to
    be redeemed. Notes and portions of Notes selected shall be in
    amounts of $2,000 or whole multiples of $1,000 in excess
    thereof; no Notes of $2,000 or less can be redeemed in part,
    except that if all of the Notes of a Holder are to be redeemed,
    the entire outstanding amount of Notes held by such Holder, even
    if not in an amount of $2,000 or a multiple of $1,000 in excess
    thereof, shall be redeemed. Except as provided in the preceding
    sentence, provisions of this Indenture that apply to Notes
    called for redemption also apply to portions of Notes called for
    redemption.



 



    Section 3.03  Notice
    of Redemption.



 



    Subject to Section 3.09 hereof, the Issuer shall sent or
    cause to be sent electronically or mailed by first-class mail
    notices of redemption at least 30 days but not more than
    60 days before the redemption date to each Holder of Notes
    to be redeemed at such Holder’s registered address (or
    otherwise delivered in accordance with the procedures of DTC),
    except that redemption notices may be sent more than
    60 days prior to a redemption date if the notice is issued
    in connection with Article 8 or Article 14 hereof.
    Notices of redemption may be conditional.



 



    The notice shall identify the Notes to be redeemed and shall
    state:



 



    (a) the redemption date;



 



    (b) the redemption price;



 



    (c) if any Note is to be redeemed in part only, the portion
    of the principal amount of that Note that is to be redeemed and
    that, after the redemption date upon surrender of such Note, a
    new Note or Notes in principal amount equal to the unredeemed
    portion of the original Note representing the same indebtedness
    to the extent not redeemed will be issued in the name of the
    Holder of the Notes upon cancellation of the original Note;



 



    (d) the name and address of the Paying Agent;



 



    (e) that Notes called for redemption must be surrendered to
    the Paying Agent to collect the redemption price;



 



    (f) that, unless the Issuer defaults in making such
    redemption payment, interest on Notes called for redemption
    ceases to accrue on and after the redemption date;



 



    (g) the paragraph or subparagraph of the Notes
    and/or
    Section of this Indenture pursuant to which the Notes called for
    redemption are being redeemed;




    

    38








 






    (h) that no representation is made as to the correctness or
    accuracy of the CUSIP number, if any, listed in such notice or
    printed on the Notes; and



 



    (i) any condition to such redemption.



 



    At the Issuer’s request, the Trustee shall give the notice
    of redemption in the Issuer’s name and at its expense;
    provided, that the Issuer shall have delivered to the
    Trustee, at least 2 Business Days before notice of redemption is
    required to be sent to Holders pursuant to this
    Section 3.03 (unless a shorter notice shall be agreed to by
    the Trustee), an Officer’s Certificate requesting that the
    Trustee give such notice and setting forth the information to be
    stated in such notice as provided in the preceding paragraph.



 



    Section 3.04  Effect
    of Notice of Redemption.



 



    Once notice of redemption is sent in accordance with
    Section 3.03 hereof and subject to satisfaction or waiver
    of the conditions specified in such notice of redemption, Notes
    called for redemption become irrevocably due and payable on the
    redemption date at the redemption price. The notice, if sent in
    a manner herein provided, shall be conclusively presumed to have
    been given, whether or not the Holder receives such notice. In
    any case, failure to give such notice by mail or any defect in
    the notice to the Holder of any Note designated for redemption
    in whole or in part shall not affect the validity of the
    proceedings for the redemption of any other Note. Subject to
    Section 3.05 hereof, on and after the redemption date,
    interest ceases to accrue on Notes or portions of Notes called
    for redemption.



 



    Section 3.05  Deposit
    of Redemption Price.



 



    Prior to 10:00 a.m. (New York City time) on the redemption
    date, the Issuer shall deposit with the Trustee or with the
    Paying Agent money sufficient to pay the redemption price of and
    accrued and unpaid interest on all Notes to be redeemed on that
    date. The Trustee or the Paying Agent shall promptly return to
    the Issuer any money deposited with the Trustee or the Paying
    Agent by the Issuer in excess of the amounts necessary to pay
    the redemption price of, and accrued and unpaid interest on, all
    Notes to be redeemed.



 



    If the Issuer complies with the provisions of the preceding
    paragraph, on and after the redemption date, interest shall
    cease to accrue on the Notes or the portions of Notes called for
    redemption. If a Note is redeemed on or after a Record Date but
    on or prior to the related Interest Payment Date, then any
    accrued and unpaid interest to the redemption date shall be paid
    to the Person in whose name such Note was registered at the
    close of business on such Record Date. If any Note called for
    redemption shall not be so paid upon surrender for redemption
    because of the failure of the Issuer to comply with the
    preceding paragraph, interest shall be paid on the unpaid
    principal, from the redemption date until such principal is
    paid, and to the extent lawful on any interest accrued to the
    redemption date not paid on such unpaid principal, in each case
    at the rate provided in the Notes and in Section 4.01
    hereof.



 



    Section 3.06  Notes
    Redeemed in Part.



 



    Upon surrender of a Note that is redeemed in part, the Issuer
    shall issue and the Trustee shall authenticate for the Holder at
    the expense of the Issuer a new Note equal in principal amount
    to the unredeemed portion of the Note surrendered representing
    the same indebtedness to the extent not redeemed;
    provided, that each new Note will be in a principal
    amount of $2,000 or an integral multiple of $1,000 in excess
    thereof. It is understood that, notwithstanding anything in this
    Indenture to the contrary, only an Authentication Order and not
    an Opinion of Counsel or Officer’s Certificate is required
    for the Trustee to authenticate such new Note.



 



    Section 3.07  Optional
    Redemption.



 



    (a) At any time after the Issue Date, the Issuer may redeem
    all or part of the Notes, upon not less than 30 nor more than
    60 days’ prior notice delivered electronically or
    mailed by first-class mail, with a copy to the Trustee, to the
    registered address of each Holder or otherwise delivered in
    accordance with the procedures of the Depositary, at a
    redemption price equal to 100% of the principal amount of Notes
    redeemed plus accrued and unpaid interest thereon to the date of
    redemption, subject to the right of Holders of record on the
    relevant Record Date to receive interest due on the relevant
    Interest Payment Date.



 



    (b) Any redemption pursuant to this Section 3.07 shall
    be made pursuant to the provisions of Sections 3.01 through
    3.06 hereof.




    

    39








 






    Section 3.08  Mandatory
    Redemption.



 



    The Issuer shall not be required to make any mandatory
    redemption or sinking fund payments with respect to the Notes.



 



    Section 3.09  Offers
    to Repurchase by Application of Excess Proceeds.



 



    (a) In the event that, pursuant to Section 4.10
    hereof, the Issuer shall be required to commence an Asset Sale
    Offer, it shall follow the procedures specified below.



 



    (b) The Asset Sale Offer shall remain open for a period of
    20 Business Days following its commencement and no longer,
    except to the extent that a longer period is required by
    applicable law (the “Offer Period”). No later
    than five Business Days after the termination of the Offer
    Period (the “Purchase Date”), the Issuer shall
    apply all Excess Proceeds (the “Offer Amount”)
    to the purchase of Notes and, if required, Pari Passu
    Indebtedness (on a pro rata basis, if applicable), or, if
    less than the Offer Amount has been tendered, all Notes and Pari
    Passu Indebtedness tendered in response to the Asset Sale Offer.
    Payment for any Notes so purchased shall be made in the same
    manner as interest payments are made.



 



    (c) If the Purchase Date is on or after a Record Date and
    on or before the related Interest Payment Date, any accrued and
    unpaid interest up to but excluding the Purchase Date, shall be
    paid to the Person in whose name a Note is registered at the
    close of business on such Record Date, and no additional
    interest shall be payable to Holders who tender Notes pursuant
    to the Asset Sale Offer.



 



    (d) Upon the commencement of an Asset Sale Offer, the
    Issuer shall send, electronically or by first-class mail, a
    notice to each of the Holders, with a copy to the Trustee. The
    notice shall contain all instructions and materials necessary to
    enable such Holders to tender Notes pursuant to the Asset Sale
    Offer. The Asset Sale Offer shall be made to all Holders and
    holders of Pari Passu Indebtedness. The notice, which shall
    govern the terms of the Asset Sale Offer, shall state:



 



    (i) that the Asset Sale Offer is being made pursuant to
    this Section 3.09 and Section 4.10 hereof and the length of
    time the Asset Sale Offer shall remain open;



 



    (ii) the Offer Amount, the purchase price and the Purchase
    Date;



 



    (iii) that any Note not tendered or accepted for payment
    shall continue to accrue interest;



 



    (iv) that, unless the Issuer defaults in making such
    payment, any Note accepted for payment pursuant to the Asset
    Sale Offer shall cease to accrue interest after the Purchase
    Date;



 



    (v) that Holders electing to have a Note purchased pursuant
    to an Asset Sale Offer may elect to have Notes purchased in
    integral multiples of $1,000 only;



 



    (vi) that Holders electing to have a Note purchased
    pursuant to any Asset Sale offer shall be required to surrender
    the Note, with the form entitled “Option of Holder to
    Elect Purchase” attached to the Note completed, or
    transfer by book-entry transfer, to the Issuer, the Depositary,
    if appointed by the Issuer, or a Paying Agent at the address
    specified in the notice at least three Business Days before the
    Purchase Date;



 



    (vii) that Holders shall be entitled to withdraw their
    election if the Issuer, the Depositary or the Paying Agent, as
    the case may be, receives, not later than the expiration of the
    Offer Period, a telegram, facsimile transmission or letter
    setting forth the name of the Holder, the principal amount of
    the Note the Holder delivered for purchase and a statement that
    such Holder is withdrawing his election to have such Note
    purchased;



 



    (viii) that, if the aggregate principal amount of Notes and
    Pari Passu Indebtedness surrendered by the holders thereof
    exceeds the Offer Amount, the Trustee shall select the Notes,
    and the Issuer shall select such Pari Passu Indebtedness, to be
    purchased on a pro rata basis based on the accreted value
    or principal amount of the Notes or such Pari Passu Indebtedness
    tendered (with such adjustments as may be deemed appropriate by
    the Trustee so that only Notes in denominations of $1,000 or
    integral multiples thereof shall be purchased); and




    

    40








 






    (ix) that Holders whose Notes were purchased only in part
    shall be issued new Notes equal in principal amount to the
    unpurchased portion of the Notes surrendered (or transferred by
    book-entry transfer) representing the same indebtedness to the
    extent not repurchased.



 



    (e) On or before the Purchase Date, the Issuer shall, to
    the extent lawful, (i) accept for payment, on a pro rata
    basis to the extent necessary, the Offer Amount of Notes or
    portions thereof validly tendered pursuant to the Asset Sale
    Offer, or if less than the Offer Amount has been tendered, all
    Notes tendered and (ii) deliver or cause to be delivered to
    the Trustee the Notes properly accepted together with an
    Officer’s Certificate stating the aggregate principal
    amount of Notes or portions thereof so tendered.



 



    (f) The Issuer, the Depositary or the Paying Agent, as the
    case may be, shall promptly mail or deliver to each tendering
    Holder an amount equal to the purchase price of the Notes
    properly tendered by such Holder and accepted by the Issuer for
    purchase, and the Issuer shall promptly issue a new Note, and
    the Trustee, upon receipt of an Authentication Order, shall
    authenticate and mail or deliver (or cause to be transferred by
    book-entry) such new Note to such Holder (it being understood
    that, notwithstanding anything in this Indenture to the
    contrary, no Opinion of Counsel or Officer’s Certificate is
    required for the Trustee to authenticate and mail or deliver
    such new Note) in a principal amount equal to any unpurchased
    portion of the Note surrendered representing the same
    indebtedness to the extent not repurchased; provided,
    that each such new Note shall be in a principal amount of $2,000
    or an integral multiple of $1,000 in excess thereof. Any Note
    not so accepted shall be promptly mailed or delivered by the
    Issuer to the Holder thereof The Issuer shall publicly announce
    the results of the Asset Sale Offer on or as soon as practicable
    after the Purchase Date.



 



    Other than as specifically provided in this Section 3.09 or
    Section 4.10 hereof, any purchase pursuant to this
    Section 3.09 shall be made pursuant to the applicable
    provisions of Sections 3.01 through 3.06 hereof if such
    purchase were a redemption.



 




    ARTICLE 4

    



 




    COVENANTS
    



 



    Section 4.01  Payment
    of Notes.



 



    The Issuer shall pay or cause to be paid the principal of,
    premium, if any, and interest on the Notes on the dates and in
    the manner provided in the Notes. Principal, premium, if any,
    and interest shall be considered paid on the date due if the
    Paying Agent, if other than the Issuer or a Subsidiary, holds as
    of noon Eastern Time on the due date money deposited by the
    Issuer in immediately available funds and designated for and
    sufficient to pay all principal, premium, if any, and interest
    then due.



 



    The Issuer shall pay interest (including post-petition interest
    in any proceeding under any Bankruptcy Law) on overdue principal
    at the rate equal to the then applicable interest rate on the
    Notes to the extent lawful; it shall pay interest (including
    post-petition interest in any proceeding under any Bankruptcy
    Law) on overdue installments of interest (without regard to any
    applicable grace period) at the same rate to the extent lawful.



 



    Section 4.02  Maintenance
    of Office or Agency.



 



    The Issuer shall maintain an office or agency (which may be an
    office of the Trustee or an affiliate of the Trustee, Registrar
    or co-registrar) where Notes may be surrendered for registration
    of transfer or for exchange and where notices and demands to or
    upon the Issuer in respect of the Notes and this Indenture may
    be served. The Issuer shall give prompt written notice to the
    Trustee of the location, and any change in the location, of such
    office or agency. If at any time the Issuer shall fail to
    maintain any such required office or agency or shall fail to
    furnish the Trustee with the address thereof, such
    presentations, surrenders, notices and demands may be made or
    served at the Corporate Trust Office of the Trustee.



 



    The Issuer may also from time to time designate one or more
    other offices or agencies where the Notes may be presented or
    surrendered for any or all such purposes and may from time to
    time rescind such designations; provided, that no such
    designation or rescission shall in any manner relieve the Issuer
    of its obligation to maintain an




    

    41








 






    office or agency for such purposes. The Issuer shall give prompt
    written notice to the Trustee of any such designation or
    rescission and of any change in the location of any such other
    office or agency.



 



    The Issuer hereby designates the Corporate Trust Office of
    the Trustee as one such office or agency of the Issuer in
    accordance with Section 2.03 hereof.



 



    Section 4.03  Reports
    and Other Information.



 



    To the extent required to permit Holders of Notes (other than
    Affiliates of the Issuer) to sell their Notes without
    registration under the Securities Act, the Issuer or Holdings
    shall make publicly available the information concerning the
    Issuer or Holdings specified in Rule 144(c)(2) under the
    Securities Act.



 



    Section 4.04  Compliance
    Certificate.



 



    (a) The Issuer and each Guarantor shall deliver to the
    Trustee, within 90 days after the end of each fiscal year
    ending after the Issue Date, a certificate from the principal
    executive officer, principal financial officer or principal
    accounting officer stating that a review of the activities of
    the Issuer and its Restricted Subsidiaries during the preceding
    fiscal year has been made under the supervision of the signing
    Officer with a view to determining whether the Issuer has kept,
    observed, performed and fulfilled its obligations under this
    Indenture, and further stating, as to such Officer signing such
    certificate, that to the best of his or her knowledge the Issuer
    has kept, observed, performed and fulfilled each and every
    condition and covenant contained in this Indenture and is not in
    default in the performance or observance of any of the terms,
    provisions, covenants and conditions of this Indenture (or, if a
    Default shall have occurred, describing all such Defaults of
    which he or she may have knowledge and what action the Issuer is
    taking or proposes to take with respect thereto).



 



    (b) When any Default has occurred and is continuing under
    this Indenture, or if the Trustee or the holder of any other
    evidence of Indebtedness of the Issuer or any Subsidiary gives
    any notice or takes any other action with respect to a claimed
    Default, the Issuer shall promptly (which shall be no more than
    five (5) Business Days) deliver to the Trustee by
    registered or certified mail or by facsimile transmission an
    Officer’s Certificate specifying such event and what action
    the Issuer proposes to take with respect thereto.



 



    Section 4.05  Taxes.



 



    The Issuer shall pay, and shall cause each of its Restricted
    Subsidiaries to pay, prior to delinquency, all material taxes,
    assessments, and governmental levies except such as are
    contested in good faith and by appropriate negotiations or
    proceedings or where the failure to effect such payment is not
    adverse in any material respect to the Holders of the Notes.



 



    Section 4.06  Stay,
    Extension and Usury Laws.



 



    The Issuer and each of the Guarantors covenant (to the extent
    that they may lawfully do so) that they shall not at any time
    insist upon, plead, or in any manner whatsoever claim or take
    the benefit or advantage of, any stay, extension or usury law
    wherever enacted, now or at any time hereafter in force, that
    may affect the covenants or the performance of this Indenture;
    and the Issuer and each of the Guarantors (to the extent that
    they may lawfully do so) hereby expressly waive all benefit or
    advantage of any such law, and covenant that they shall not, by
    resort to any such law, hinder, delay or impede the execution of
    any power herein granted to the Trustee, but shall suffer and
    permit the execution of every such power as though no such law
    has been enacted.



 



    Section 4.07  Limitation
    on Restricted Payments.



 



    (a) The Issuer shall not, and shall not permit any of its
    Restricted Subsidiaries to, directly or indirectly:



 



    (i) declare or pay any dividend or make any payment or
    distribution on account of the Issuer’s, or any of its
    Restricted Subsidiaries’ Equity Interests, including any
    dividend or distribution payable in connection with any merger
    or consolidation other than:



 



    (A) dividends or distributions by the Issuer payable solely
    in Equity Interests (other than Disqualified Stock) of the
    Issuer; or




    

    42








 






    (B) dividends or distributions by a Restricted Subsidiary
    so long as, in the case of any dividend or distribution payable
    on or in respect of any class or series of securities issued by
    a Restricted Subsidiary other than a Wholly Owned Subsidiary,
    the Issuer or a Restricted Subsidiary receives at least its
    pro rata share of such dividend or distribution in
    accordance with its Equity Interests in such class or series of
    securities;



 



    (ii) purchase, redeem, defease or otherwise acquire or
    retire for value any Equity Interests of the Issuer or any
    direct or indirect parent of the Issuer, including in connection
    with any merger or consolidation;



 



    (iii) make any principal payment on, or redeem, repurchase,
    defease or otherwise acquire or retire for value in each case,
    prior to any scheduled repayment, sinking fund payment or
    maturity, any Subordinated Indebtedness, other than:



 



    (A) Indebtedness permitted under clauses (vi) and
    (vii) of Section 4.09(b) hereof; or



 



    (B) the purchase, repurchase or other acquisition of
    Subordinated Indebtedness purchased in anticipation of
    satisfying a sinking fund obligation, principal installment or
    final maturity, in each case due within one year of the date of
    purchase, repurchase or acquisition; or



 



    (iv) make any Restricted Investment,



 



    (all such payments and other actions set forth in
    clauses (i) through (iv) above being collectively
    referred to as “Restricted Payments”) unless,
    at the time of such Restricted Payment:



 



    (1) no Default shall have occurred and be continuing or
    would occur as a consequence thereof;



 



    (2) immediately after giving effect to such transaction on
    a pro forma basis, the Issuer could incur $1.00 of additional
    Indebtedness pursuant to the Leverage Ratio test set forth in
    Section 4.09(a) hereof; and



 



    (3) such Restricted Payment, together with the aggregate
    amount of all other Restricted Payments made by the Issuer and
    its Restricted Subsidiaries after the Issue Date (excluding
    Restricted Payments permitted by clauses (ii)(A), (iii), (iv),
    (v), (vi), (vii)(A) and (B), (viii), (x), (xi), (xii) and
    (xiv) of Section 4.07(b) hereof), is less than the sum
    of (without duplication):



 



    (A) (i) the aggregate EBITDA of the Issuer for the
    period (taken as one accounting period) from the beginning of
    the first full fiscal quarter following the Issue Date to the
    end of the Issuer’s most recently ended fiscal quarter for
    which internal financial statements are available at the time of
    such Restricted Payment (or, in the event aggregate EBITDA for
    such period is a deficit, then minus such deficit) less
    (ii) 1.4 times the aggregate Cash Interest Expense of the
    Issuer for the same period; plus



 



    (B) 100% of the aggregate net cash proceeds and the fair
    market value, as determined in good faith by the Issuer, of
    marketable securities or other property received by the Issuer
    since immediately after the Issue Date (other than any such net
    cash proceeds used to incur Contribution Indebtedness) from the
    issue or sale of:



 



    (i)(a) Equity Interests of the Issuer, including Treasury
    Capital Stock, but excluding cash proceeds and the fair market
    value, as determined in good faith by the Issuer, of marketable
    securities or other property received from the sale of:



 



    (x) Equity Interests to members of management, directors or
    consultants of the Issuer, any direct or indirect parent company
    of the Issuer and the Issuer’s Subsidiaries after the Issue
    Date to the extent such amounts have been applied to Restricted
    Payments made in accordance with clause (v) of
    Section 4.07(b) hereof; and



 



    (y) Designated Preferred Stock; and



 



    (b) to the extent such net cash proceeds are actually
    contributed to the Issuer, Equity Interests of the Issuer’s
    direct or indirect parent companies (excluding contributions of
    the proceeds from the sale of Designated Preferred Stock of such
    companies or contributions to the extent such amounts




    

    43








 






    have been applied to Restricted Payments made in accordance with
    clause (v) of Section 4.07(b) hereof; or



 



    (ii) debt securities of the Issuer that have been converted
    into or exchanged for such Equity Interests of the Issuer;



 



    provided, however, that this clause (B) shall
    not include the proceeds from (W) Refunding Capital Stock
    (as defined below), (X) Equity Interests or convertible
    debt securities of the Issuer sold to a Restricted Subsidiary,
    as the case may be, (Y) Disqualified Stock or debt
    securities that have been converted into Disqualified Stock or
    (Z) Excluded Contributions; plus



 



    (C) 100% of the aggregate amount of cash contributed and
    the fair market value, as determined in good faith by the
    Issuer, of marketable securities or other property to the
    capital of the Issuer following the Issue Date (other than any
    such net cash proceeds used to incur Contribution Indebtedness)
    (other than by a Restricted Subsidiary and other than by any
    Excluded Contributions); plus



 



    (D) 100% of the aggregate amount received in cash and the
    fair market value, as determined in good faith by the Issuer, of
    marketable securities or other property received by means of:



 



    (i) the sale or other disposition (other than to the Issuer
    or a Restricted Subsidiary) of Restricted Investments made by
    the Issuer or its Restricted Subsidiaries and repurchases and
    redemptions of such Restricted Investments from the Issuer or
    its Restricted Subsidiaries and repayments of loans or advances,
    and releases of guarantees, which constitute Restricted
    Investments by the Issuer or its Restricted Subsidiaries, in
    each case after the Issue Date; or



 



    (ii) the sale (other than to the Issuer or a Restricted
    Subsidiary) of the stock of an Unrestricted Subsidiary or a
    distribution from an Unrestricted Subsidiary or a dividend from
    an Unrestricted Subsidiary after the Issue Date; plus



 



    (E) in the case of the redesignation of an Unrestricted
    Subsidiary as a Restricted Subsidiary after the Issue Date, the
    fair market value of the Investment in such Unrestricted
    Subsidiary, as determined by the Issuer in good faith or if, in
    the case of an Unrestricted Subsidiary, such fair market value
    may exceed $20.0 million, in writing by an Independent
    Financial Advisor, at the time of the redesignation of such
    Unrestricted Subsidiary as a Restricted Subsidiary other than an
    Unrestricted Subsidiary to the extent such Investment
    constituted a Permitted Investment;



 



    provided, however, that, to the extent the
    property received under clause (B) or contributed under
    clause (C) includes a “stick” station or stations
    or Equity Interests of a Person whose assets include a
    “stick” station or stations, the fair market value of
    such property shall have been determined in writing by an
    Independent Financial Advisor.



 



    (b) The foregoing provisions of Section 4.07(a) hereof
    shall not prohibit:



 



    (i) the payment of any dividend within 60 days after
    the date of declaration thereof, if at the date of declaration
    such payment would have complied with the provisions of this
    Indenture;



 



    (ii) (A) the redemption, repurchase, retirement or
    other acquisition of any Equity Interests (“Treasury
    Capital Stock”) or Subordinated Indebtedness of the
    Issuer or any Equity Interests of any direct or indirect parent
    company of the Issuer, in exchange for, or out of the proceeds
    of the substantially concurrent sale (other than to a Restricted
    Subsidiary) of, Equity Interests of the Issuer or any direct or
    indirect parent company of the Issuer to the extent contributed
    to the Issuer (in each case, other than any Disqualified Stock)
    (“Refunding Capital Stock”) and (B) if
    immediately prior to the retirement of Treasury Capital Stock,
    the declaration and payment of dividends thereon was permitted
    under clause (vii) of this Section 4.07(b), the
    declaration and payment of dividends on the Refunding Capital
    Stock (other than Refunding Capital Stock the proceeds of which
    were used to redeem, repurchase, retire or otherwise acquire any
    Equity Interests of any direct or indirect parent company of the
    Issuer) in an aggregate amount per year no greater than the
    aggregate amount of dividends per annum that were
    declarable and payable on such Treasury Capital Stock
    immediately prior to such retirement;




    

    44








 






    (iii) the redemption, repurchase or other acquisition or
    retirement of Subordinated Indebtedness of the Issuer or a
    Guarantor made by exchange for, or out of the proceeds of the
    substantially concurrent sale of, new Indebtedness of the Issuer
    or a Guarantor, as the case may be, which is incurred in
    compliance with Section 4.09 hereof, so long as:



 



    (A) the principal amount of such new Indebtedness does not
    exceed the principal amount of (or accreted value, if
    applicable), plus any accrued and unpaid interest on, the
    Subordinated Indebtedness being so redeemed, repurchased,
    acquired or retired for value, plus the amount of any reasonable
    premium required to be paid under the terms of the instrument
    governing the Subordinated Indebtedness being so redeemed,
    repurchased, acquired or retired and any reasonable fees and
    expenses incurred in connection with the issuance of such new
    Indebtedness;



 



    (B) such new Indebtedness is subordinated to the Notes or
    the applicable Guarantee at least to the same extent as such
    Subordinated Indebtedness so purchased, exchanged, redeemed,
    repurchased, acquired or retired for value;



 



    (C) such new Indebtedness has a final scheduled maturity
    date equal to or later than the final scheduled maturity date of
    the Subordinated Indebtedness being so redeemed, repurchased,
    acquired or retired; and



 



    (D) such new Indebtedness has a Weighted Average Life to
    Maturity equal to or greater than the remaining Weighted Average
    Life to Maturity of the Subordinated Indebtedness being so
    redeemed, repurchased, acquired or retired;



 



    (iv) Restricted Payments to Holdings or Parent Holdings for
    the payment to Cumulus Media Inc., a Delaware corporation,
    pursuant to the Management Agreement of (A) management fees
    in an aggregate amount in any fiscal year not to exceed the
    amount of the management fee set forth in the Management
    Agreement (which shall in no event exceed the greater of
    $4.0 million or 4% of “Adjusted EBITDA”
    (as defined in the Management Agreement as in effect on the
    Issue Date) for such fiscal year) for any fiscal year,
    (B) any related expenses, including professional and
    similar third party expenses payable under the Management
    Agreement, (C) any termination fees pursuant to the
    Management Agreement not to exceed the amount set forth in the
    Management Agreement as in effect on the Issue Date and
    (D) any amounts described in (A) above, the payment of
    which has been deferred as set forth in the Management Agreement
    as in effect on the Issue Date, and interest accrued thereon;



 



    (v) a Restricted Payment to pay for the repurchase,
    retirement or the acquisition or retirement for value of Equity
    Interests (other than Disqualified Stock) of the Issuer or any
    of its direct or indirect parent companies held by any future,
    present or former employee, director or consultant of the
    Issuer, any of its Subsidiaries or any of its direct or indirect
    parent companies pursuant to any management equity plan or stock
    option plan or any other management or employee benefit plan or
    agreement; provided, however, that the aggregate
    Restricted Payments made under this clause (v) do not
    exceed in any calendar year $5.0 million (which shall
    increase to $10.0 million subsequent to the consummation of
    an underwritten public Equity Offering by the Issuer or any
    direct or indirect parent corporation of the Issuer) (with
    unused amounts in any calendar year being carried over to
    succeeding calendar years subject to a maximum (without giving
    effect to the following proviso) of $10.0 million in any
    calendar year (which shall increase to $20.0 million
    subsequent to the consummation of an underwritten public Equity
    Offering by the Issuer or any direct or indirect parent
    corporation of the Issuer)); provided, further
    that such amount in any calendar year may be increased by an
    amount not to exceed:



 



    (A) the cash proceeds from the sale of Equity Interests
    (other than Disqualified Stock) of the Issuer and, to the extent
    contributed to the Issuer, Equity Interests of any of the
    Issuer’s direct or indirect parent companies, in each case
    to members of management, directors or consultants of the
    Issuer, any of its Subsidiaries or any of its direct or indirect
    parent companies that occurs after the Issue Date, to the extent
    the cash proceeds from the sale of such Equity Interests have
    not otherwise been applied to the payment of Restricted Payments
    by virtue of clause (3) of Section 4.07(a) hereof; plus




    

    45








 






    (B) the cash proceeds of key man life insurance policies
    received by the Issuer or its Restricted Subsidiaries after the
    Issue Date; less



 



    (C) the amount of any Restricted Payments previously made
    with the cash proceeds described in clauses (A) and
    (B) of this clause (v);



 



    and provided, further that cancellation of Indebtedness
    owing to the Issuer from members of management of the Issuer,
    any of the Issuer’s direct or indirect parent companies or
    any of the Issuer’s Restricted Subsidiaries in connection
    with a repurchase of Equity Interests of the Issuer or any of
    its direct or indirect parent companies will not be deemed to
    constitute a Restricted Payment for purposes of this
    Section 4.07 or any other provision of this Indenture;



 



    (vi) the declaration and payment of dividends to holders of
    any class or series of Disqualified Stock of the Issuer or any
    of its Restricted Subsidiaries issued in accordance with
    Section 4.09 hereof to the extent such dividends are
    included in the definition of “Cash Interest
    Expense”;



 



    (vii) (A) the declaration and payment of dividends to
    holders of any class or series of Designated Preferred Stock
    (other than Disqualified Stock) issued by the Issuer after the
    Issue Date;



 



    (B) the declaration and payment of dividends to a direct or
    indirect parent company of the Issuer, the proceeds of which
    will be used to fund the payment of dividends to holders of any
    class or series of Designated Preferred Stock (other than
    Disqualified Stock) of such parent corporation issued after the
    Issue Date; provided, that the amount of dividends paid
    pursuant to this clause (B) shall not exceed the aggregate
    amount of cash actually contributed to the Issuer from the sale
    of such Designated Preferred Stock; or



 



    (C) the declaration and payment of dividends on Refunding
    Capital Stock that is Preferred Stock in excess of the dividends
    declarable and payable thereon pursuant to clause (ii) of
    this Section 4.07(b);



 



    provided, however, in the case of each of (A),
    (B) and (C) of this clause (vii), that (x) such
    dividends are included in the definition of “Cash
    Interest Expense” and (y) for the most recently
    ended four full fiscal quarters for which internal financial
    statements are available immediately preceding the date of
    issuance of such Designated Preferred Stock or the declaration
    of such dividends on Refunding Capital Stock that is Preferred
    Stock, after giving effect to such issuance or declaration on a
    pro forma basis, the Issuer and its Restricted
    Subsidiaries on a consolidated basis would have had a Leverage
    Ratio of no more than 7.50 to 1.00;



 



    (viii) repurchases of Equity Interests deemed to occur upon
    exercise of stock options or warrants if such Equity Interests
    represent a portion of the exercise price of such options or
    warrants;



 



    (ix) the declaration and payment of dividends on the
    Issuer’s common stock (or the payment of dividends to any
    direct or indirect parent entity to fund a payment of dividends
    on such entity’s common stock), following the first public
    offering of the Issuer’s common stock or the common stock
    of any of its direct or indirect parent companies after the
    Issue Date, of up to 6% per annum of the net cash
    proceeds received by or contributed to the Issuer in or from any
    such public offering, other than public offerings with respect
    to the Issuer’s common stock registered on
    Form S-8
    and other than any public sale constituting an Excluded
    Contribution;



 



    (x) Restricted Payments that are made with Excluded
    Contributions;



 



    (xi) other Restricted Payments in an aggregate amount taken
    together with all other Restricted Payments made pursuant to
    this clause (xi) not to exceed the greater of
    (x) $30.0 million and (y) 2.5% of Total Assets at
    the time made;



 



    (xii) any Restricted Payment used to fund the Transaction
    and the fees and expenses related thereto or owed to Affiliates,
    in each case to the extent permitted by Section 4.11 hereof;



 



    (xiii) the repurchase, redemption or other acquisition or
    retirement for value of any Subordinated Indebtedness pursuant
    to the provisions similar to those described under
    Section 4.10 and Section 4.14 hereof; provided,
    that all Notes validly tendered by Holders in connection with
    the related Change of Control Offer or Asset Sale Offer, as
    applicable, have been repurchased, redeemed or acquired for
    value;




    

    46








 






    (xiv) the declaration and payment of dividends by the
    Issuer to, or the making of loans to, any direct or indirect
    parent in amounts required for any direct or indirect parent
    companies to pay, in each case without duplication,



 



    (A) franchise taxes and other fees, taxes and expenses
    required to maintain their corporate existence;



 



    (B) federal, state and local income taxes, to the extent
    such income taxes are attributable to the income of the Issuer
    and its Restricted Subsidiaries and, to the extent of the amount
    actually received from its Unrestricted Subsidiaries, in amounts
    required to pay such taxes to the extent attributable to the
    income of such Unrestricted Subsidiaries; provided, that
    in each case the amount of such payments in any fiscal year does
    not exceed the amount that the Issuer and its Restricted
    Subsidiaries would be required to pay in respect of federal,
    state and local taxes for such fiscal year were the Issuer, its
    Restricted Subsidiaries and its Unrestricted Subsidiaries (to
    the extent described above) to pay such taxes separately from
    any such parent entity;



 



    (C) customary salary, bonus and other benefits payable to
    officers and employees of any direct or indirect parent company
    of the Issuer to the extent such salaries, bonuses and other
    benefits are attributable to the ownership or operation of the
    Issuer and its Restricted Subsidiaries;



 



    (D) general corporate operating and overhead costs and
    expenses of any direct or indirect parent company of the Issuer
    to the extent such costs and expenses are attributable to the
    ownership or operation of the Issuer and its Restricted
    Subsidiaries; and



 



    (E) reasonable fees and expenses other than to Affiliates
    of the Issuer related to any unsuccessful equity or debt
    offering of such parent entity; and



 



    (xv) the distribution, by dividend or otherwise, of shares
    of Capital Stock of, or Indebtedness owed to the Issuer or a
    Restricted Subsidiary by, Unrestricted Subsidiaries (other than
    Unrestricted Subsidiaries the primary assets of which are cash
    and/or Cash
    Equivalents);



 



    provided, however, that, at the time of and after
    giving effect to, any Restricted Payment permitted under clauses
    (vi), (vii), (xi), (xiii) and (xv) of this
    Section 4.07(b), no Default or Event of Default shall have
    occurred and be continuing or would occur as a consequence
    thereof.



 



    (c) As of the Issue Date, all of the Issuer’s
    Subsidiaries will be Restricted Subsidiaries. The Issuer shall
    not permit any Unrestricted Subsidiary to become a Restricted
    Subsidiary except pursuant to the last sentence of the
    definition of “Unrestricted Subsidiary.” For
    purposes of designating any Restricted Subsidiary as an
    Unrestricted Subsidiary, all outstanding Investments by the
    Issuer and its Restricted Subsidiaries (except to the extent
    repaid) in the Subsidiary so designated shall be deemed to be
    Restricted Payments in an amount determined as set forth in the
    last sentence of the definition of
    “Investment.” Such designation shall be
    permitted only if a Restricted Payment in such amount would be
    permitted at such time, whether pursuant to Section 4.07(a)
    hereof or under clause (x) or (xi) of
    Section 4.07(b) hereof, or pursuant to the definition of
    “Permitted Investments,” and if such Subsidiary
    otherwise meets the definition of an Unrestricted Subsidiary.
    Unrestricted Subsidiaries shall not be subject to any of the
    restrictive covenants set forth in this Indenture.



 



    Section 4.08  Dividend
    and Other Payment Restrictions Affecting Restricted
    Subsidiaries.



 



    (a) The Issuer shall not, and shall not permit any of its
    Restricted Subsidiaries that are not Guarantors to, directly or
    indirectly, create or otherwise cause or suffer to exist or
    become effective any consensual encumbrance or consensual
    restriction on the ability of any such Restricted Subsidiary to:



 



    (i) (A) pay dividends or make any other distributions
    to the Issuer or any of its Restricted Subsidiaries on its
    Capital Stock or with respect to any other interest or
    participation in, or measured by, its profits, or



 



    (B) pay any Indebtedness owed to the Issuer or any of its
    Restricted Subsidiaries;



 



    (ii) make loans or advances to the Issuer or any of its
    Restricted Subsidiaries; or



 



    (iii) sell, lease or transfer any of its properties or
    assets to the Issuer or any of its Restricted Subsidiaries.




    

    47








 






    (b) The restrictions in Section 4.08(a) hereof shall
    not apply to encumbrances or restrictions existing under or by
    reason of:



 



    (i) contractual encumbrances or restrictions in effect on
    the Issue Date, including pursuant to the Senior Credit
    Facilities and the related documentation;



 



    (ii) this Indenture, the Notes, the Guarantees and the
    Security Documents;



 



    (iii) purchase money obligations for property acquired in
    the ordinary course of business that impose restrictions of the
    nature discussed in clause (iii) of Section 4.08(a)
    hereof on the property so acquired;



 



    (iv) applicable law or any applicable rule, regulation or
    order;



 



    (v) any agreement or other instrument of a Person acquired
    by the Issuer or any of its Restricted Subsidiaries in existence
    at the time of such acquisition (but not created in
    contemplation thereof), which encumbrance or restriction is not
    applicable to any Person, or the properties or assets of any
    Person, other than the Person and its Subsidiaries, or the
    property or assets of the Person and its Subsidiaries, so
    acquired;



 



    (vi) contracts for the sale of assets, including customary
    restrictions with respect to a Subsidiary of the Issuer pursuant
    to an agreement that has been entered into for the sale or
    disposition of all or substantially all of the Capital Stock or
    assets of such Subsidiary;



 



    (vii) Secured Indebtedness otherwise permitted to be
    incurred pursuant to Section 4.09 hereof and
    Section 4.12 hereof that limit the right of the debtor to
    dispose of the assets securing such Indebtedness;



 



    (viii) restrictions on cash or other deposits or net worth
    imposed by customers under contracts entered into in the
    ordinary course of business;



 



    (ix) customary provisions in joint venture agreements and
    other similar agreements relating solely to such joint venture;



 



    (x) customary provisions contained in leases or licenses of
    intellectual property and other agreements, in each case,
    entered into in the ordinary course of business; and



 



    (xi) any encumbrances or restrictions of the type referred
    to in clauses (i), (ii) and (iii) of
    Section 4.08(a) hereof imposed by any amendments,
    modifications, restatements, renewals, increases, supplements,
    refundings, replacements or refinancings of the contracts,
    instruments or obligations referred to in clauses (i)
    through (x) of this Section 4.08(b); provided,
    that such amendments, modifications, restatements, renewals,
    increases, supplements, refundings, replacements or refinancings
    are, in the good faith judgment of the Issuer, no more
    restrictive with respect to such encumbrance and other
    restrictions taken as a whole than those prior to such
    amendment, modification, restatement, renewal, increase,
    supplement, refunding, replacement or refinancing.



 



    Section 4.09  Limitation
    on Incurrence of Indebtedness and Issuance of Disqualified Stock
    and Preferred Stock.



 



    (a) The Issuer shall not, and shall not permit any of its
    Restricted Subsidiaries to, directly or indirectly, create,
    incur, issue, assume, guarantee or otherwise become directly or
    indirectly liable, contingently or otherwise (collectively,
    “incur” and collectively, an
    “incurrence”) with respect to any Indebtedness
    (including Acquired Indebtedness) and the Issuer shall not issue
    any shares of Disqualified Stock and shall not permit any
    Restricted Subsidiary to issue any shares of Disqualified Stock
    or Preferred Stock; provided, however, that the
    Issuer may incur Indebtedness (including Acquired Indebtedness)
    or issue shares of Disqualified Stock, and any Restricted
    Subsidiary that is a Guarantor may incur Indebtedness (including
    Acquired Indebtedness), issue shares of Disqualified Stock and
    issue shares of Preferred Stock, if the Leverage Ratio on a
    consolidated basis for the Issuer and its Restricted
    Subsidiaries’ most recently ended four fiscal quarters for
    which internal financial statements are available immediately
    preceding the date on which such additional Indebtedness is
    incurred or such Disqualified Stock or Preferred Stock is issued
    would not have been greater than 7.50 to 1.00, determined on a
    pro forma basis (including a pro forma application
    of the net proceeds therefrom), as if the additional
    Indebtedness had been incurred, or the Disqualified Stock or
    Preferred Stock had been issued, as the case may be, and the
    application of proceeds therefrom had occurred at the beginning
    of such four-quarter period.




    

    48








 






    (b) The provisions of Section 4.09(a) hereof shall not
    apply to:



 



    (i) the incurrence of Indebtedness under Credit Facilities
    by the Issuer or any of its Restricted Subsidiaries and the
    issuance and creation of letters of credit and bankers’
    acceptances thereunder (with letters of credit and bankers’
    acceptances being deemed to have a principal amount equal to the
    face amount thereof), up to an aggregate principal amount of
    $800.0 million outstanding at any one time, less the
    aggregate of mandatory principal payments actually made by the
    borrower thereunder in respect of Indebtedness thereunder after
    the Issue Date with Net Proceeds from an Asset Sale or series of
    related Asset Sales;



 



    (ii) the incurrence by the Issuer and any Subsidiary
    Guarantor of Indebtedness represented by the Notes (including
    any Guarantee) (other than any Additional Notes);



 



    (iii) Indebtedness of the Issuer and its Restricted
    Subsidiaries in existence on the Issue Date (other than
    Indebtedness described in clauses (i) and (ii) of this
    Section 4.09(b));



 



    (iv) Indebtedness (including Capitalized Lease
    Obligations), Disqualified Stock and Preferred Stock incurred by
    the Issuer or any of its Restricted Subsidiaries, to finance the
    purchase, lease or improvement of property (real or personal) or
    equipment that is used or useful in a Similar Business, whether
    through the direct purchase of assets or the Capital Stock of
    any Person owning such assets in an aggregate principal amount
    (together with any Refinancing Indebtedness in respect thereof)
    not to exceed $10.0 million at any time outstanding,
    together with all other Indebtedness, Disqualified Stock
    and/or
    Preferred Stock issued and outstanding under this clause (iv);



 



    (v) Indebtedness incurred by the Issuer or any of its
    Restricted Subsidiaries constituting reimbursement obligations
    with respect to letters of credit issued in the ordinary course
    of business, including letters of credit in respect of
    workers’ compensation claims, or other Indebtedness with
    respect to reimbursement type obligations regarding
    workers’ compensation claims; provided,
    however that upon the drawing of such letters of credit
    or the incurrence of such Indebtedness, such obligations are
    reimbursed within 30 days following such drawing or
    incurrence;



 



    (vi) Indebtedness arising from agreements of the Issuer or
    its Restricted Subsidiaries providing for indemnification,
    adjustment of purchase price or similar obligations, in each
    case, incurred or assumed in connection with the disposition of
    any business, assets or a Subsidiary, other than guarantees of
    Indebtedness incurred by any Person acquiring all or any portion
    of such business, assets or a Subsidiary for the purpose of
    financing such acquisition; provided, however,
    that:



 



    (A) such Indebtedness is not reflected on the balance sheet
    of the Issuer, or any of its Restricted Subsidiaries (Contingent
    Obligations referred to in a footnote to financial statements
    and not otherwise reflected on the balance sheet will not be
    deemed to be reflected on such balance sheet for purposes of
    this clause (vi)(A)); and



 



    (B) the maximum assumable liability in respect of all such
    Indebtedness shall at no time exceed the gross proceeds
    including non-cash proceeds (the fair market value of such
    non-cash proceeds being measured at the time received and
    without giving effect to any subsequent changes in value)
    actually received by the Issuer and its Restricted Subsidiaries
    in connection with such disposition;



 



    (vii) Indebtedness of the Issuer to a Restricted
    Subsidiary; provided, that any such Indebtedness owing to
    a Restricted Subsidiary that is not a Guarantor is expressly
    subordinated in right of payment to the Notes; provided,
    further that any subsequent issuance or transfer of any
    Capital Stock or any other event which results in any Restricted
    Subsidiary ceasing to be a Restricted Subsidiary or any other
    subsequent transfer of any such Indebtedness (except to the
    Issuer or another Restricted Subsidiary or any collateral agent
    under the Credit Facilities) shall be deemed, in each case, to
    be an incurrence of such Indebtedness;



 



    (viii) Indebtedness of a Restricted Subsidiary to the
    Issuer or another Restricted Subsidiary; provided, that
    if a Guarantor incurs such Indebtedness to a Restricted
    Subsidiary that is not a Guarantor, such Indebtedness is
    expressly subordinated in right of payment to the Guarantee of
    the Notes of such Guarantor; provided, further that any
    subsequent transfer of any such Indebtedness (except to the
    Issuer or another




    

    49








 






    Restricted Subsidiary or any collateral agent under the Credit
    Facilities) shall be deemed, in each case, to be an incurrence
    of such Indebtedness;



 



    (ix) shares of Preferred Stock of a Restricted Subsidiary
    issued to the Issuer or another Restricted Subsidiary;
    provided, that any subsequent issuance or transfer of any
    Capital Stock or any other event which results in any such
    Restricted Subsidiary ceasing to be a Restricted Subsidiary or
    any other subsequent transfer of any such shares of Preferred
    Stock (except to the Issuer or another of its Restricted
    Subsidiaries) shall be deemed in each case to be an issuance of
    such shares of Preferred Stock;



 



    (x) Hedging Obligations (excluding Hedging Obligations
    entered into for speculative purposes) for the purpose of
    limiting interest rate risk with respect to any Indebtedness or
    exchange rate risk;



 



    (xi) obligations in respect of performance, bid, appeal and
    surety bonds and completion guarantees provided by the Issuer or
    any of its Restricted Subsidiaries in the ordinary course of
    business;



 



    (xii) Contribution Indebtedness;



 



    (xiii) the incurrence by the Issuer or any Restricted
    Subsidiary of the Issuer of Indebtedness, Disqualified Stock or
    Preferred Stock which serves to refund or refinance any
    Indebtedness, Disqualified Stock or Preferred Stock incurred as
    permitted under Section 4.09(a) and clauses (ii), (iii),
    (iv), (xiii) and (xiv) of this Section 4.09(b) or
    any Indebtedness, Disqualified Stock or Preferred Stock,
    including additional Indebtedness, Disqualified Stock or
    Preferred Stock incurred to pay premiums (including reasonable
    tender premiums), defeasance costs and fees in connection
    therewith (the “Refinancing Indebtedness”)
    prior to its respective maturity; provided,
    however, that such Refinancing Indebtedness:



 



    (A) has a final maturity date later than the final maturity
    date of, and has a Weighted Average Life to Maturity at the time
    such Refinancing Indebtedness is incurred which is not less than
    the remaining Weighted Average Life to Maturity of, the
    Indebtedness, Disqualified Stock or Preferred Stock being
    refunded or refinanced,



 



    (B) to the extent such Refinancing Indebtedness refinances
    (1) Indebtedness subordinated or pari passu to the
    Notes or any Guarantee thereof, such Refinancing Indebtedness is
    subordinated or pari passu to the Notes or the Guarantee
    at least to the same extent as the Indebtedness being refinanced
    or refunded or (2) Disqualified Stock or Preferred Stock,
    such Refinancing Indebtedness must be Disqualified Stock or
    Preferred Stock, respectively, and



 



    (C) shall not include:



 



    (1) Indebtedness, Disqualified Stock or Preferred Stock of
    a Subsidiary of the Issuer that is not a Guarantor that
    refinances Indebtedness, Disqualified Stock or Preferred Stock
    of the Issuer or a Guarantor;



 



    (2) Indebtedness, Disqualified Stock or Preferred Stock of
    a Subsidiary of the Issuer that is not a Guarantor that
    refinances Indebtedness, Disqualified Stock or Preferred Stock
    of a Guarantor;



 



    (3) Indebtedness, Disqualified Stock or Preferred Stock of
    the Issuer or a Restricted Subsidiary that refinances
    Indebtedness, Disqualified Stock or Preferred Stock of an
    Unrestricted Subsidiary;



 



    and provided, further that subclause (A) of this
    clause (xiii) shall not apply to any refunding or
    refinancing of any Indebtedness outstanding under any Senior
    Indebtedness;



 



    (xiv) Indebtedness, Disqualified Stock or Preferred Stock
    of Persons that are acquired by the Issuer or any Restricted
    Subsidiary or merged into the Issuer or a Restricted Subsidiary
    in accordance with the terms of this Indenture; provided,
    that after giving effect to such acquisition or merger, either



 



    (A) the Issuer would be permitted to incur at least $1.00
    of additional Indebtedness pursuant to the Leverage Ratio test
    set forth in Section 4.09(a) hereof, or



 



    (B) the Leverage Ratio of the Issuer and the Restricted
    Subsidiaries is less than immediately prior to such acquisition
    or merger;




    

    50








 






    (xv) Indebtedness arising from the honoring by a bank or
    other financial institution of a check, draft or similar
    instrument drawn against insufficient funds in the ordinary
    course of business, provided, that such Indebtedness is
    extinguished within two Business Days of its incurrence;



 



    (xvi) Indebtedness of the Issuer or any of its Restricted
    Subsidiaries supported by a letter of credit issued pursuant to
    the Credit Facilities, in a principal amount not in excess of
    the stated amount of such letter of credit;



 



    (xvii) (A) any guarantee by the Issuer or a Restricted
    Subsidiary of Indebtedness or other obligations of any
    Restricted Subsidiary so long as the incurrence of such
    Indebtedness incurred by such Restricted Subsidiary is permitted
    under the terms of this Indenture, or



 



    (B) any guarantee by a Restricted Subsidiary of
    Indebtedness of the Issuer; provided, that such guarantee
    is incurred in accordance with Section 4.15 hereof;



 



    (xviii) Indebtedness of the Issuer or any of its Restricted
    Subsidiaries consisting of (A) the financing of insurance
    premiums or (B) take-or-pay obligations contained in supply
    arrangements in each case, incurred in the ordinary course of
    business;



 



    (xix) Indebtedness consisting of Indebtedness issued by the
    Issuer or any of its Restricted Subsidiaries to current or
    former officers, directors and employees thereof, their
    respective estates, spouses or former spouses, in each case to
    finance the purchase or redemption of Equity Interests of the
    Issuer or any direct or indirect parent company of the Issuer to
    the extent described in clause (v) of Section 4.07(b)
    hereof;



 



    (xx) Indebtedness of the Issuer or any Subsidiary Guarantor
    incurred in connection with or in contemplation of, or to
    provide all or any portion of the funds or credit support
    utilized to consummate, the acquisition by the Issuer or such
    Subsidiary Guarantor of property used or useful in a Similar
    Business (whether through the direct purchase of assets or the
    purchase of Capital Stock of, or merger, amalgamation or
    consolidation with, any Person owning such assets);
    provided, that, after giving pro forma effect to such
    transaction and any related transactions, the Issuer and its
    Restricted Subsidiaries on a consolidated basis, for the most
    recently ended four fiscal quarters for which internal financial
    statements are available immediately preceding the date on which
    such Indebtedness is incurred, (A) would have had a
    Leverage Ratio of not greater than the Leverage Ratio on the
    Issue Date and (B) would have had a Leverage Ratio lower
    than the Leverage Ratio for such period immediately prior to
    giving pro forma effect to such transaction and any related
    transactions; and



 



    (xxi) incurrence by the Issuer or any of its Restricted
    Subsidiaries of additional Indebtedness in an aggregate
    principal amount not to exceed $50.0 million at any time
    outstanding.



 



    (c) For purposes of determining compliance with this
    Section 4.09:



 



    (i) in the event that an item of Indebtedness, Disqualified
    Stock or Preferred Stock (or any portion thereof) meets the
    criteria of more than one of the categories of permitted
    Indebtedness, Disqualified Stock or Preferred Stock described in
    clauses (i) through (xxi) of Section 4.09(b)
    hereof or is entitled to be incurred pursuant to
    Section 4.09(a) hereof, the Issuer, in its sole discretion,
    shall classify or reclassify such item. of Indebtedness,
    Disqualified Stock or Preferred Stock (or any portion thereof)
    and shall only be required to include the amount and type of
    such Indebtedness, Disqualified Stock or Preferred Stock in one
    of the above clauses; provided, that all Indebtedness
    outstanding under the Credit Facilities on the Issue Date shall
    be treated as incurred on the Issue Date under clause (i)
    of Section 4.09(b) hereof; and



 



    (ii) at the time of incurrence, the Issuer shall be
    entitled to divide and classify an item of Indebtedness in more
    than one of the types of Indebtedness described in
    Section 4.09(a) and Section 4.09(b) hereof.



 



    Accrual of interest, the accretion of accreted value and the
    payment of interest in the form of additional Indebtedness,
    Disqualified Stock or Preferred Stock shall not be deemed to be
    an incurrence of Indebtedness, Disqualified Stock or Preferred
    Stock for purposes of this Section 4.09.



 



    For purposes of determining compliance with any
    U.S. dollar-denominated restriction on the incurrence of
    Indebtedness, the U.S. dollar-equivalent principal amount
    of Indebtedness denominated in a foreign currency shall be
    calculated based on the relevant currency exchange rate in
    effect on the date such Indebtedness was incurred, in the case
    of term debt, or first committed, in the case of revolving
    credit debt; provided, that if such Indebtedness is




    

    51








 






    incurred to refinance other Indebtedness denominated in a
    foreign currency, and such refinancing would cause the
    applicable U.S. dollar denominated restriction to be
    exceeded if calculated at the relevant currency exchange rate in
    effect on the date of such refinancing, such
    U.S. dollar-denominated restriction shall be deemed not to
    have been exceeded so long as the principal amount of such
    refinancing Indebtedness does not exceed the principal amount of
    such Indebtedness being refinanced.



 



    The principal amount of any Indebtedness incurred to refinance
    other Indebtedness, if incurred in a different currency from the
    Indebtedness being refinanced, shall be calculated based on the
    currency exchange rate applicable to the currencies in which
    such respective Indebtedness is denominated that is in effect on
    the date of such refinancing.



 



    Section 4.10  Asset
    Sales.



 



    (a) The Issuer shall not, and shall not permit any of its
    Restricted Subsidiaries to, cause, make or suffer to exist an
    Asset Sale, unless:



 



    (i) the Issuer or such Restricted Subsidiary, as the case
    may be, receives consideration at the time of such Asset Sale at
    least equal to the fair market value (as determined in good
    faith by the Issuer) of the assets sold or otherwise disposed
    of; and



 



    (ii) except in the case of a Permitted Asset Swap, at least
    75% of the consideration therefor received by the Issuer or such
    Restricted Subsidiary, as the case may be, is in the form of
    cash or Cash Equivalents; provided, that the amount of:



 



    (A) any liabilities (as shown on the Issuer’s or such
    Restricted Subsidiary’s, as applicable, most recent balance
    sheet or in the footnotes thereto) of the Issuer or such
    Restricted Subsidiary, other than liabilities that are by their
    terms subordinated to the Notes, that are assumed by the
    transferee of any such assets and for which the Issuer and all
    of its Restricted Subsidiaries have been validly released by all
    creditors in writing,



 



    (B) any securities received by the Issuer or such
    Restricted Subsidiary from such transferee that are converted by
    the Issuer or such Restricted Subsidiary into cash (to the
    extent of the cash received) within 180 days following the
    closing of such Asset Sale, and



 



    (C) any Designated Non-cash Consideration received by the
    Issuer or such Restricted Subsidiary in such Asset Sale having
    an aggregate fair market value, taken together with all other
    Designated Non-cash Consideration received pursuant to this
    clause (C) that is at that time outstanding, not to exceed
    2.5% of Total Assets at the time of the receipt of such
    Designated Non-cash Consideration, with the fair market value of
    each item of Designated Non-cash Consideration being measured at
    the time received and without giving effect to subsequent
    changes in value,



 



    shall be deemed to be cash for purposes of this provision and
    for no other purpose.



 



    (b) Within 390 days after the receipt of any Net
    Proceeds of any Asset Sale, the Issuer or such Restricted
    Subsidiary, at its option, may apply the Net Proceeds from such
    Asset Sale.



 



    (i) to permanently reduce:



 



    (A) Obligations under the Senior Indebtedness, and to
    correspondingly reduce commitments with respect thereto;



 



    (B) Obligations under Senior Subordinated Indebtedness (and
    to correspondingly reduce commitments with respect thereto);
    provided, that the Issuer shall equally and ratably
    reduce Obligations under the Notes as provided under
    Section 3.07 hereof by making an offer (in accordance with
    the procedures set forth under Section 4.10(c) hereof) to
    all Holders of Notes to purchase their Notes at 100% of the
    principal amount thereof, plus the amount of accrued but unpaid
    interest, if any, on the amount of Notes that would otherwise be
    prepaid, or



 



    (C) Indebtedness of a Restricted Subsidiary that is not a
    Guarantor, other than Indebtedness owed to the Issuer or another
    Restricted Subsidiary,




    

    52








 






    (ii) to make (A) an Investment in any one or more
    businesses, provided, that such Investment in any
    business is in the form of the acquisition of Capital Stock and
    results in the Issuer or another of its Restricted Subsidiaries,
    as the case may be, owning an amount of the Capital Stock of
    such business such that it constitutes a Restricted Subsidiary,
    (B) capital expenditures or (C) acquisitions of other
    assets, in each of (A), (B) and (C), used or useful in a
    Similar Business, or (iii) to make an investment in
    (A) any one or more businesses, provided, that such
    Investment in any business is in the form of the acquisition of
    Capital Stock and results in the Issuer or another of its
    Restricted Subsidiaries, as the case may be, owning an amount of
    the Capital Stock of such business such that it constitutes a
    Restricted Subsidiary, (B) properties or
    (C) acquisitions of other assets that, in each of (A),
    (B) and (C), replace the businesses, properties
    and/or
    assets that are the subject of such Asset Sale;



 



    provided, that, in the case of clauses (ii) and
    (iii) above, a binding commitment shall be treated as a
    permitted application of the Net Proceeds from the date of such
    commitment so long as the Issuer or such other Restricted
    Subsidiary enters into such commitment with the good faith
    expectation that such Net Proceeds shall be applied to satisfy
    such commitment within 180 days of such commitment (an
    “Acceptable Commitment”); provided
    further that if any Acceptable Commitment is later cancelled
    or terminated for any reason before such Net Proceeds are
    applied, then such Net Proceeds shall constitute Excess Proceeds.



 



    (c) The Issuer and its Restricted Subsidiaries shall not be
    required to comply with this Section 4.10 if the Issuer or
    any of its Restricted Subsidiaries is required to transfer any
    asset into a trust for FCC regulatory purposes and such trust is
    then required by the FCC or other governmental entity to sell or
    otherwise dispose of such asset, so long as in each case any Net
    Proceeds received by the Issuer and its Restricted Subsidiaries
    are applied in accordance with this Section 4.10.



 



    (d) Any Net Proceeds from the Asset Sale that are not
    invested or applied as provided and within the time period set
    forth in Section 4.10(b) hereof shall be deemed to
    constitute “Excess Proceeds.” When the
    aggregate amount of Excess Proceeds exceeds $10.0 million,
    the Issuer shall make an offer to all Holders of the Notes and,
    if required by the terms of any Indebtedness that is pari
    passu with the Notes (“Pari Passu
    Indebtedness”), to the holders of such Pari Passu
    Indebtedness (an “Asset Sale Offer”), to
    purchase the maximum aggregate principal amount of the Notes and
    such Pari Passu Indebtedness that is an integral multiple of
    $1,000 that may be purchased out of the Excess Proceeds at an
    offer price in cash in an amount equal to 100% of the principal
    amount thereof, plus accrued and unpaid interest thereon to the
    date fixed for the closing of such offer, in accordance with the
    procedures set forth in this Indenture. The Issuer shall
    commence an Asset Sale Offer with respect to Excess Proceeds
    within ten Business Days after the date that Excess Proceeds
    exceed $10.0 million by sending the notice required
    pursuant to the terms of this Indenture, with a copy to the
    Trustee.



 



    To the extent that the aggregate amount of Notes and such Pari
    Passu Indebtedness tendered pursuant to an Asset Sale Offer is
    less than the Excess Proceeds, the Issuer may use any remaining
    Excess Proceeds for general corporate purposes, subject to other
    covenants contained in this Indenture. If the aggregate
    principal amount of Notes or the Pari Passu Indebtedness
    surrendered by such holders thereof exceeds the amount of Excess
    Proceeds, the Trustee shall select the Notes and the Issuer
    shall select such Pari Passu Indebtedness to be purchased on a
    pro rata basis based on the accreted value or principal amount
    of the Notes or such Pari Passu Indebtedness tendered. Upon
    completion of any such Asset Sale Offer, the amount of Excess
    Proceeds shall be reset to zero.



 



    (e) Pending the final application of any Net Proceeds
    pursuant to this Section 4.10, the holder of such Net
    Proceeds may apply such Net Proceeds temporarily to reduce
    Indebtedness outstanding under a revolving credit facility or
    otherwise invest such Net Proceeds in any manner not prohibited
    by this Indenture.



 



    (f) The Issuer shall comply with the requirements of
    Rule 14e-1
    under the Exchange Act and any other securities laws and
    regulations thereunder to the extent such laws or regulations
    are applicable in connection with the repurchase of the Notes
    pursuant to an Asset Sale Offer. To the extent that the
    provisions of any securities laws or regulations conflict with
    the provisions of this Indenture, the Issuer shall comply with
    the applicable securities laws and regulations and shall not be
    deemed to have breached its obligations described in this
    Indenture by virtue thereof.




    

    53








 






    Section 4.11  Transactions
    with Affiliates.



 



    (a) The Issuer shall not, and shall not permit any of its
    Restricted Subsidiaries to, make any payment to, or sell, lease,
    transfer or otherwise dispose of any of its properties or assets
    to, or purchase any property or assets from, or enter into or
    make or amend any transaction, contract, agreement,
    understanding, loan, advance or guarantee with, or for the
    benefit of, any Affiliate of the Issuer (each of the foregoing,
    an “Affiliate Transaction”) involving aggregate
    payments or consideration in excess of $2.0 million, unless:



 



    (i) such Affiliate Transaction is on terms that are not
    materially less favorable to the Issuer or its relevant
    Restricted Subsidiary than those that would have been obtained
    in a comparable transaction by the Issuer or such Restricted
    Subsidiary with an unrelated Person on an arm’s-length
    basis; and



 



    (ii) the Issuer delivers to the Trustee:



 



    (A) with respect to any Affiliate Transaction or series of
    related Affiliate Transactions involving aggregate payments or
    consideration in excess of $5.0 million, a resolution
    adopted by the majority of the board of directors of the Issuer
    approving such Affiliate Transaction and set forth in an
    Officer’s Certificate certifying that such Affiliate
    Transaction complies with clause (i) of this
    Section 4.11(a); and



 



    (B) with respect to any Affiliate Transaction or series of
    related Affiliate Transactions involving aggregate payments or
    consideration in excess of $20.0 million, a letter from an
    Independent Financial Advisor stating that such transaction is
    fair to the Issuer or such Restricted Subsidiary from a
    financial point of view.



 



    (b) The provisions of Section 4.11(a) hereof shall not
    apply to the following:



 



    (i) transactions between or among the Issuer or any of its
    Restricted Subsidiaries;



 



    (ii) Restricted Payments permitted by Section 4.07
    hereof and the definition of “Permitted
    Investments”;



 



    (iii) the payment to the applicable Affiliates of members
    of the Consortium pursuant to the Advisory Services Agreement of
    (A) co-advisory fees in an aggregate amount in any fiscal
    year not to exceed the amount of the ongoing advisory fee set
    forth in the Advisory Services Agreement as in effect on the
    Issue Date for such fiscal year, (B) related expenses
    payable thereunder (calculated, solely for the purpose of this
    clause (iii), assuming that such fees and related expenses had
    not been paid, when calculating Net Income), (plus any unpaid
    advisory fees within such amount, accrued interest thereon and
    related expenses accrued in any prior year), and (C) any
    termination fees pursuant to the Advisory Services Agreement not
    to exceed the amount set forth in the Advisory Services
    Agreement as in effect on the Issue Date;



 



    (iv) the payment of reasonable and customary fees paid to,
    and indemnities provided on behalf of, officers, directors,
    employees or consultants of the Issuer, any of its direct or
    indirect parent companies or any of its Restricted Subsidiaries;



 



    (v) transactions in which the Issuer or any of its
    Restricted Subsidiaries, as the case may be, delivers to the
    Trustee a letter from an Independent Financial Advisor stating
    that such transaction is fair to the Issuer or such Restricted
    Subsidiary from a financial point of view or stating that the
    terms are not materially less favorable to the Issuer or its
    relevant Restricted Subsidiary than those that would have been
    obtained in a comparable transaction by the Issuer or such
    Restricted Subsidiary with an unrelated Person on an
    arm’s-length basis;



 



    (vi) any agreement as in effect as of the Issue Date, or
    any amendment thereto (so long as any such amendment is not
    disadvantageous to the Holders when taken as a whole as compared
    to the applicable agreement as in effect on the Issue Date);



 



    (vii) the Transaction and the payment of all fees and
    expenses related to the Transaction;



 



    (viii) transactions with customers, clients, suppliers, or
    purchasers or sellers of goods or services, in each case in the
    ordinary course of business and otherwise in compliance with the
    terms of this Indenture which are fair to the Issuer and its
    Restricted Subsidiaries, in the reasonable determination of the
    board of directors of the




    

    54








 






    Issuer or the senior management thereof, or are on terms at
    least as favorable as might reasonably have been obtained at
    such time from an unaffiliated party;



 



    (ix) the issuance of Equity Interests (other than
    Disqualified Stock) of the Issuer to any Permitted Holder or to
    any director, officer, employee or consultant;



 



    (x) payments by the Issuer or any of its Restricted
    Subsidiaries to any member of the Consortium made for any
    financial advisory, financing, underwriting or placement
    services or in respect of other investment banking activities,
    including, without limitation, in connection with acquisitions
    or divestitures which payments are approved by a majority of the
    board of directors of the Issuer in good faith;



 



    (xi) payments or loans (or cancellation of loans) to
    employees or consultants of the Issuer, any of its direct or
    indirect parent companies or any of its Restricted Subsidiaries
    and employment agreements, stock option plans and other similar
    arrangements with such employees or consultants which, in each
    case, are approved by the Issuer in good faith;



 



    (xii) investments by any member of the Consortium in
    securities of the Issuer or any of its Restricted Subsidiaries
    so long as (A) the investment is being offered generally to
    other investors on the same or more favorable terms and
    (B) the investment constitutes less than 5% of the proposed
    or outstanding issue amount of such class of securities;



 



    (xiii) any transaction with a joint venture or similar
    entity which would constitute an Affiliate Transaction solely
    because the Issuer or a Restricted Subsidiary owns an equity
    interest in or otherwise controls such joint venture or similar
    entity; provided, that no Affiliate of the Issuer or any
    of its Subsidiaries other than the Issuer or a Restricted
    Subsidiary shall have a beneficial interest in such joint
    venture or similar entity; and



 



    (xiv) transactions with Cumulus or any of its Affiliates
    involving or for the benefit of the Issuer and its Subsidiaries,
    including without any limitation any transactions regarding use
    of programming, network programming and sales, sales
    commissions, compensation to radio stations or the employment or
    compensation of personnel and contractors, including on air
    talent, in each case, (A) in the ordinary course of
    business, which are fair to the Issuer and its Restricted
    Subsidiaries, in the reasonable determination of the majority of
    disinterested members of the board of directors of the issuer,
    or are on terms at least as favorable as might reasonably have
    been obtained at such time from an unaffiliated party or
    (B) which would not constitute a Change of Control because
    it meets the conditions of the proviso to the definition of
    “Change of Control” in Section 1.01 hereof.



 



    Section 4.12  Liens.



 



    The Issuer shall not, and shall not permit any Guarantor to,
    directly or indirectly, create, incur, assume or suffer to exist
    any Lien (except Permitted Liens) that secures obligations under
    any Indebtedness ranking pari passu with or subordinated
    to the Notes or any related Guarantee, on any asset or property
    of the Issuer or any Guarantor, or any income or profits
    therefrom, or assign or convey any right to receive income
    therefrom, unless:



 



    (a) in the case of Liens securing Subordinated
    Indebtedness, the Notes and related Guarantees are secured by a
    Lien on such property, assets or proceeds that is senior in
    priority to such Liens; or



 



    (b) in all other cases, the Notes or the Guarantees are
    equally and ratably secured, except that the foregoing shall not
    apply to (i) Liens securing the Notes and the related
    Guarantees and (ii) Liens securing Senior Indebtedness of
    the Issuer or any Guarantor.



 



    Section 4.13  Corporate
    Existence.



 



    Subject to Article 5 hereof, the Issuer shall do or cause
    to be done all things necessary to preserve and keep in full
    force and effect (a) its corporate existence, and the
    corporate, partnership or other existence of each of its
    Restricted Subsidiaries, in accordance with the respective
    organizational documents (as the same may be amended from time
    to time) of the Issuer or any such Restricted Subsidiary and
    (b) the rights (charter and statutory), licenses and
    franchises of the Issuer and its Restricted Subsidiaries;
    provided, that the Issuer shall not be required to
    preserve any such right, license or franchise, or the corporate,
    partnership or other existence of any of its Restricted




    

    55








 






    Subsidiaries, if the Issuer in good faith shall determine that
    the preservation thereof is no longer desirable in the conduct
    of the business of the Issuer and its Restricted Subsidiaries,
    taken as a whole.



 



    Section 4.14  Offer
    to Repurchase upon Change of Control.



 



    (a) If a Change of Control occurs, unless the Issuer has
    previously or concurrently sent a redemption notice with respect
    to all the outstanding Notes as described under
    Section 3.07 hereof, the Issuer shall make an offer to
    purchase all of the Notes pursuant to the offer described below
    (the “Change of Control Offer”) at a price in
    cash (the “Change of Control Payment”) equal to
    100% of the aggregate principal amount thereof plus accrued and
    unpaid interest to the date of purchase, subject to the right of
    Holders of record on the relevant Record Date to receive
    interest due on the relevant Interest Payment Date. Within
    30 days following any Change of Control, the Issuer shall
    send notice of such Change of Control Offer electronically or by
    first-class mail, with a copy to the Trustee, to each Holder to
    the registered address of such Holder (or otherwise delivered in
    accordance with the procedures of the Depositary) with the
    following information:



 



    (i) that a Change of Control Offer is being made pursuant
    to this Section 4.14 and that all Notes properly tendered
    pursuant to such Change of Control Offer will be accepted for
    payment by the Issuer,



 



    (ii) the purchase price and the purchase date, which will
    be no earlier than 30 days nor later than 60 days from
    the date such notice is sent (the “Change of Control
    Payment Date”);



 



    (iii) that any Note not properly tendered will remain
    outstanding and continue to accrue interest;



 



    (iv) that unless the Issuer defaults in the payment of the
    Change of Control Payment, all Notes accepted for payment
    pursuant to the Change of Control Offer will cease to accrue
    interest on the Change of Control Payment Date;



 



    (v) that Holders electing to have any Notes purchased
    pursuant to a Change of Control Offer will be required to
    surrender such Notes, with the form entitled “Option of
    Holder to Elect Purchase” on the reverse of such Notes
    completed, to the Paying Agent specified in the notice at the
    address specified in the notice prior to the close of business
    on the third Business Day preceding the Change of Control
    Payment Date;



 



    (vi) that Holders shall be entitled to withdraw their
    tendered Notes and their election to require the Issuer to
    purchase such Notes, provided, that the Paying Agent
    receives, not later than the close of business on the
    30th day following the date of the Change of Control
    notice, a telegram, facsimile transmission or letter setting
    forth the name of the Holder of the Notes, the principal amount
    of Notes tendered for purchase, and a statement that such Holder
    is withdrawing its tendered Notes and its election to have such
    Notes purchased;



 



    (vii) that if the Issuer is redeeming less than all of the
    Notes, the Holders of the remaining Notes will be issued new
    Notes and such new Notes will be equal in principal amount to
    the unpurchased portion of the Notes surrendered (which must be
    equal to $1,000 or an integral multiple thereof); and



 



    (viii) the other instructions, as determined by the Issuer,
    consistent with this Section 4.14, that a Holder must
    follow.



 



    The notice, if sent in a manner herein provided, shall be
    conclusively presumed to have been given, whether or not the
    Holder receives such notice. If (1) the notice is sent in a
    manner herein provided and (2) any Holder fails to receive
    such notice or a Holder receives such notice but it is
    defective, such Holder’s failure to receive such notice or
    such defect shall not affect the validity of the proceedings for
    the purchase of the Notes as to all other Holders that, properly
    received such notice without defect.



 



    The Issuer shall comply with the requirements of
    Rule 14e-1
    under the Exchange Act and any other securities laws and
    regulations thereunder to the extent such laws or regulations
    are applicable in connection with the repurchase of Notes
    pursuant to a Change of Control Offer. To the extent that the
    provisions of any securities laws or regulations conflict with
    the provisions of this Section 4.14, the Issuer shall
    comply with the applicable securities laws and regulations and
    shall not be deemed to have breached its obligations in this
    Section 4.14 by virtue thereof.




    

    56








 






    (b) On the Change of Control Payment Date, the Issuer
    shall, to the extent permitted by law,



 



    (i) accept for payment all Notes or portions thereof
    properly tendered pursuant to the Change of Control Offer,



 



    (ii) deposit with the Paying Agent an amount equal to the
    aggregate Change of Control Payment in respect of all Notes or
    portions thereof so tendered, and



 



    (iii) deliver, or cause to be delivered, to the Trustee for
    cancellation the Notes so accepted together with an
    Officer’s Certificate to the Trustee stating that such
    Notes or portions thereof have been tendered to and purchased by
    the Issuer.



 



    (c) In the event a Change of Control occurs at a time when
    the Issuer is prohibited by the terms of any Senior Indebtedness
    from purchasing Notes, then prior to the sending of the notice
    of a Change of Control to holders of Notes but in any event
    within 45 days following any Change of Control, the Issuer
    shall undertake to (i) repay in full all Obligations, and
    terminate all commitments, under the Senior Credit Facilities
    and all other Senior Indebtedness, the terms of which require
    repayment
    and/or
    termination of commitments upon a Change of Control or offer to
    repay in full all Obligations, and terminate all commitments,
    under the Senior Credit Facilities and all other such Senior
    Indebtedness and to repay the Obligations owed to (and terminate
    all commitments of) each lender which has accepted such offer or
    (ii) obtain the requisite consents under the agreements
    governing such Senior Indebtedness to permit the repurchase of
    the Notes. If such a consent is not obtained or borrowings
    repaid, the Issuer will remain prohibited from purchasing the
    Notes.



 



    (d) The Issuer shall first comply with Section 4.14(c)
    hereof before it shall be required to repurchase Notes pursuant
    to Section 4.14(a) hereof. The Issuer’s failure to
    comply with Section 4.14(c) hereof (and any failure to send
    a notice of Change of Control as a result of the prohibition in
    Section 4.14(c)) may (with notice and lapse of time)
    constitute an Event of Default described in clause (iii), but
    shall not constitute an Event of Default described in
    clause (i) under Section 6.01(a) hereof.



 



    (e) The Issuer shall not be required to make a Change of
    Control Offer following a Change of Control if a third party
    makes the Change of Control Offer in the manner, at the times
    and otherwise in compliance with the requirements set forth in
    this Section 4.14 applicable to a Change of Control Offer
    made by the Issuer and purchases all Notes validly tendered and
    not withdrawn under such Change of Control Offer.
    Notwithstanding anything to the contrary herein, a Change of
    Control Offer may be made in advance of a Change of Control,
    conditional upon such Change of Control, if a definitive
    agreement is in place for the Change of Control at the time of
    making of the Change of Control Offer.



 



    (f) The provisions of this Section 4.14 relative to
    the Issuer’s obligation to make an offer to repurchase the
    Notes as a result of a Change of Control may be waived or
    modified with the written consent of the Holders of a majority
    in principal amount of the Notes.



 



    (g) Other than as specifically provided in this
    Section 4.14, any purchase pursuant to this
    Section 4.14 shall be made pursuant to the provisions of
    Sections 3.02, 3.05 and 3.06 hereof.



 



    Section 4.15  Limitation
    on Guarantees of Indebtedness by Restricted Subsidiaries.



 



    The Issuer shall not permit any of its Wholly Owned Subsidiaries
    that are Restricted Subsidiaries (and non-Wholly Owned
    Subsidiaries if such non-Wholly Owned Subsidiaries guarantee
    other capital markets debt securities), other than a Subsidiary
    Guarantor, to guarantee the payment of any Indebtedness of the
    Issuer or any other Subsidiary Guarantor unless:



 



    (a) such Restricted Subsidiary within 30 days executes
    and delivers a supplemental indenture to this Indenture, the
    form of which is attached as Exhibit D hereto,
    providing for a Guarantee by such Restricted Subsidiary, except
    that with respect to a guarantee of Indebtedness of the Issuer
    or any Subsidiary Guarantor:



 



    (i) if the Notes or such Guarantor’s Guarantee are
    subordinated in right of payment to such Indebtedness, the
    Guarantee under the supplemental indenture shall be subordinated
    to such Restricted Subsidiary’s guarantee with respect to
    such Indebtedness substantially to the same extent as the Notes
    are subordinated to such Indebtedness; and




    

    57








 






    (ii) if such Indebtedness is by its express terms
    subordinated in right of payment to the Notes or such
    Guarantor’s Guarantee, any such guarantee by such
    Restricted Subsidiary with respect to such Indebtedness shall be
    subordinated in right of payment to such Guarantee substantially
    to the same extent as such Indebtedness is subordinated to the
    Notes;



 



    (b) such Restricted Subsidiary waives and shall not in any
    manner whatsoever claim or take the benefit or advantage of, any
    rights of reimbursement, indemnity or subrogation or any other
    rights against the Issuer or any other Restricted Subsidiary as
    a result of any payment by such Restricted Subsidiary under its
    Guarantee; and



 



    (c) such Restricted Subsidiary shall deliver to the Trustee
    an Opinion of Counsel to the effect that:



 



    (i) such Guarantee has been duly executed and
    authorized; and



 



    (ii) such Guarantee constitutes a valid, binding and
    enforceable obligation of such Restricted Subsidiary, except
    insofar as enforcement thereof may be limited by bankruptcy,
    insolvency or similar laws (including, without limitation, all
    laws relating to fraudulent transfers) and except insofar as
    enforcement thereof is subject to general principles of equity;



 



    provided, that this Section 4.15 shall not be
    applicable to any guarantee of any Restricted Subsidiary that
    existed at the time such Person became a Restricted Subsidiary
    and was not incurred in connection with, or in contemplation of,
    such Person becoming a Restricted Subsidiary.



 



    Section 4.16  Limitation
    on Layering.



 



    Notwithstanding anything to the contrary, the Issuer shall not,
    and shall not permit any Subsidiary Guarantor to, directly or
    indirectly, incur any Indebtedness (including Acquired
    Indebtedness) that is subordinate in right of payment to any
    Senior Indebtedness of the Issuer or such Guarantor, as the case
    may be, unless such Indebtedness is either.



 



    (a) equal in right of payment with the Notes or such
    Subsidiary Guarantor’s Guarantee of the Notes, as the case
    may be; or



 



    (b) expressly subordinated in right of payment to the Notes
    or such Guarantor’s Guarantee of the Notes, as the case may
    be.



 



    For purposes of this Indenture, Indebtedness that is unsecured
    shall not be treated as subordinated or junior to Secured
    Indebtedness merely because it is unsecured, and Senior
    Indebtedness shall not be treated as subordinated or junior to
    any other Senior Indebtedness merely because it has a junior
    priority with respect to the same collateral.



 




    ARTICLE 5

    



 




    SUCCESSORS
    



 



    Section 5.01  Merger,
    Consolidation or Sale of All or Substantially All Assets.



 



    (a) The Issuer shall not consolidate or merge with or into
    or wind up into (whether or not the Issuer is the surviving
    corporation), or sell, assign, transfer, lease, convey or
    otherwise dispose of all or substantially all of its properties
    or assets, in one or more related transactions, to any Person
    unless:



 



    (i) either: (A) the Issuer is the surviving
    corporation or (B) the Person formed by or surviving any
    such consolidation or merger (if other than the Issuer) or to
    which such sale, assignment, transfer, lease, conveyance or
    other disposition will have been made is a corporation organized
    or existing under the laws of the jurisdiction of organization
    of the Issuer or the laws of the United States, any state
    thereof, the District of Columbia, or any territory thereof
    (such Person, as the case may be, being herein called the
    “Successor Company”);



 



    (ii) the Successor Company, if other than the Issuer,
    expressly assumes all the obligations of the Issuer under the
    Notes pursuant to supplemental indentures or other documents or
    instruments in form reasonably satisfactory to the Trustee;




    

    58








 






    (iii) immediately after such transaction, no Default exists;



 



    (iv) immediately after giving pro forma effect to
    such transaction and any related financing transactions, as if
    such transactions had occurred at the beginning of the
    applicable four-quarter period,



 



    (A) the Successor Company would be permitted to incur at
    least $1.00 of additional Indebtedness pursuant to the Leverage
    Ratio test set forth in Section 4.09(a) hereof; or



 



    (B) the Leverage Ratio for the Successor Company, the
    Issuer and its Restricted Subsidiaries would not be greater than
    the Leverage Ratio for the Issuer and its Restricted
    Subsidiaries immediately prior to such transaction;



 



    (v) each Guarantor, unless it is the other party to the
    transactions described above, in which case
    Section 5.01(c)(i)(B) hereof shall apply, shall have by
    supplemental indenture confirmed that its Guarantee shall apply
    to such Person’s obligations under this Indenture and the
    Notes; and



 



    (vi) the Issuer shall have delivered to the Trustee an
    Officer’s Certificate and an Opinion of Counsel, each
    stating that such consolidation, merger or transfer and such
    supplemental indentures, if any, comply with this Indenture.



 



    (b) The Successor Company shall succeed to, and be
    substituted for the Issuer, as the case may be, under this
    Indenture, the Guarantees and the Notes, as applicable.
    Notwithstanding clauses (iii) and (iv) of
    Section 5.01(a) hereof,



 



    (i) any Restricted Subsidiary may consolidate with or merge
    into or transfer all or part of its properties and assets to the
    Issuer, and



 



    (ii) the Issuer may merge with an Affiliate of the Issuer,
    as the case may be, solely for the purpose of reincorporating
    the Issuer in a State of the United States so long as the amount
    of Indebtedness of the Issuer and its Restricted Subsidiaries is
    not increased thereby.



 



    (c) Subject to certain limitations described in this
    Indenture governing release of a Guarantee upon the sale,
    disposition or transfer of a guarantor, no Guarantor shall, and
    the Issuer shall not permit any Guarantor to, consolidate or
    merge with or into or wind up into (whether or not the Issuer or
    Guarantor is the surviving corporation), or sell, assign,
    transfer, lease, convey or otherwise dispose of all or
    substantially all of its properties or assets, in one or more
    related transactions, to any Person unless:



 



    (i) (A) such Guarantor is the surviving corporation or
    the Person formed by or surviving any such consolidation or
    merger (if other than such Guarantor) or to which such sale,
    assignment, transfer, lease, conveyance or other disposition
    will have been made is a corporation organized or existing under
    the laws of the jurisdiction of organization of such Guarantor,
    as the case may be, or the laws of the United States, any state
    thereof, the District of Columbia, or any territory thereof
    (such Guarantor or such Person, as the case may be, being herein
    called the “Successor Person”);



 



    (B) the Successor Person, if other than such Guarantor,
    expressly assumes all the obligations of such Guarantor under
    this Indenture and such Guarantor’s related Guarantee
    pursuant to supplemental indentures or other documents or
    instruments in form reasonably satisfactory to the Trustee;



 



    (C) immediately after such transaction, no Default
    exists; and



 



    (D) the Issuer shall have delivered to the Trustee an
    Officer’s Certificate and an Opinion of Counsel, each
    stating that such consolidation, merger or transfer and such
    supplemental indentures, if any, comply with this
    Indenture; or



 



    (ii) the transaction is made in compliance with
    Section 4.10 hereof.



 



    (d) Subject to certain limitations described in this
    Indenture, the Successor Person shall succeed to, and be
    substituted for, such Guarantor under this Indenture and such
    Guarantor’s Guarantee. Notwithstanding the foregoing, any
    Guarantor may merge into or transfer all or part of its
    properties and assets to another Guarantor or the Issuer.




    

    59








 






    Section 5.02  Successor
    Corporation Substituted.



 



    Upon any consolidation or merger, or any sale, assignment,
    transfer, lease, conveyance or other disposition of all or
    substantially all of the assets of the Issuer in accordance with
    Section 5.01 hereof, the successor corporation formed by
    such consolidation or into or with which the Issuer is merged or
    to which such sale, assignment, transfer, lease, conveyance or
    other disposition is made shall succeed to, and be substituted
    for (so that from and after the date of such consolidation,
    merger, sale, lease, conveyance or other disposition, the
    provisions of this Indenture referring to the Issuer shall refer
    instead to the successor corporation and not to the Issuer), and
    may exercise every right and power of the Issuer under this
    Indenture with the same effect as if such successor Person had
    been named as the Issuer herein; provided, that the
    predecessor Issuer shall not be relieved from the obligation to
    pay the principal of and interest on the Notes except in the
    case of a sale, assignment, transfer, conveyance or other
    disposition of all of the Issuer’s assets that meets the
    requirements of Section 5.01 hereof.



 




    ARTICLE 6

    



 




    DEFAULTS AND
    REMEDIES
    



 



    Section 6.01  Events
    of Default.



 



    (a) An “Event of Default” wherever used
    herein, means any one of the following events (whatever the
    reason for such Event of Default and whether it shall be
    voluntary or involuntary or be effected by operation of law or
    pursuant to any judgment, decree or order of any court or any
    order, rule or regulation of any administrative or governmental
    body):



 



    (i) default in payment when due and payable, upon
    redemption, acceleration or otherwise, of principal of, or
    premium, if any, on the Notes (whether or not prohibited by the
    subordination provisions of this Indenture);



 



    (ii) default for 30 days or more in the payment when
    due of interest on or with respect to the Notes (whether or not
    prohibited by the subordination provisions of this Indenture);



 



    (iii) failure by the Issuer or any Guarantor for
    60 days after receipt of written notice given by the
    Trustee or the Holders of not less 25% in principal amount of
    the Notes to comply with any of its obligations, covenants or
    agreements (other than a default referred to in clauses (i)
    and (ii) above) contained in this Indenture or the Notes;



 



    (iv) default under any mortgage, indenture or instrument
    under which there is issued or by which there is secured or
    evidenced any Indebtedness for money borrowed by the Issuer or
    any of its Restricted Subsidiaries or the payment of which is
    guaranteed by the Issuer or any of its Restricted Subsidiaries,
    other than Indebtedness owed to the Issuer or a Restricted
    Subsidiary, whether such Indebtedness or guarantee now exists or
    is created after the issuance of the Notes, if both:



 



    (A) such default either results from the failure to pay any
    principal of such Indebtedness at its final Stated Maturity
    (after giving effect to any applicable grace periods) or relates
    to an obligation other than the obligation to pay principal of
    any such Indebtedness at its final Stated Maturity and results
    in the holder or holders of such Indebtedness causing such
    Indebtedness to become due prior to its Stated Maturity; and



 



    (B) the principal amount of such Indebtedness, together.
    with the principal amount of any such Indebtedness in default
    for failure to pay principal at final Stated Maturity (after
    giving effect to any applicable grace periods), or the maturity
    of which has been so accelerated, aggregate $15.0 million
    or more at any one time outstanding;



 



    (v) failure by the Issuer or any Significant Subsidiary to
    pay final judgments aggregating in excess of $15.0 million,
    which final judgments remain unpaid, undischarged and unstayed
    for a period of more than 60 days after such judgment
    becomes final, and in the event such judgment is covered by
    insurance, an enforcement proceeding has been commenced by any
    creditor upon such judgment or decree which is not promptly
    stayed;




    

    60








 






    (vi) the Issuer or any of its Restricted Subsidiaries that
    is a Significant Subsidiary or any group of Restricted
    Subsidiaries that, taken together, would constitute a
    Significant Subsidiary, pursuant to or within the meaning of any
    Bankruptcy Law:



 



    (A) commences proceedings to be adjudicated bankrupt or
    insolvent;



 



    (B) consents to the institution of bankruptcy or insolvency
    proceedings against it, or the filing by it of a petition or
    answer or consent seeking reorganization or relief under
    applicable Bankruptcy law;



 



    (C) consents to the appointment of a receiver, liquidator,
    assignee, trustee, sequestrator or other similar official of it
    or for all or substantially all of its property;



 



    (D) makes a general assignment for the benefit of its
    creditors; or



 



    (E) generally is not paying its debts as they become due;



 



    (vii) a court of competent jurisdiction enters an order or
    decree under any Bankruptcy Law that:



 



    (A) is for relief against the Issuer or any of its
    Restricted Subsidiaries that is a Significant Subsidiary or any
    group of Restricted Subsidiaries that, taken together, would
    constitute a Significant Subsidiary, in a proceeding in which
    the Issuer or any such Restricted Subsidiaries, that is a
    Significant Subsidiary or any group of Restricted Subsidiaries
    that, taken together, would constitute a Significant Subsidiary,
    is to be adjudicated bankrupt or insolvent;



 



    (B) appoints a receiver, liquidator, assignee, trustee,
    sequestrator or other similar official of the Issuer or any of
    its Restricted Subsidiaries that is a Significant Subsidiary or
    any group of Restricted Subsidiaries that, taken together, would
    constitute a Significant Subsidiary, or for all or substantially
    all of the property of the Issuer or any of its Restricted
    Subsidiaries that is a Significant Subsidiary or any group of
    Restricted Subsidiaries that, taken together, would constitute a
    Significant Subsidiary; or



 



    (C) orders the liquidation of the Issuer or any of its
    Restricted Subsidiaries that is a Significant Subsidiary or any
    group of Restricted Subsidiaries that, taken together, would
    constitute a Significant Subsidiary;



 



    and the order or decree remains unstayed and in effect for 60
    consecutive days;



 



    (viii) the Guarantee of any Significant Subsidiary shall
    for any reason cease to be in full force and effect or be
    declared null and void or any responsible officer of any
    Guarantor that is a Significant Subsidiary, as the case may be,
    denies that it has any further liability under its Guarantee or
    gives notice to such effect, other than by reason of the
    termination of this Indenture or the release of any such
    Guarantee in accordance with this Indenture; or



 



    (ix) the occurrence of any of the following:



 



    (A) except as permitted by this Indenture or the express
    terms of the applicable Security Document or the Intercreditor
    Agreement, or as a result of acts or omissions by the Notes
    Collateral Agent, the Trustee or any Holder, any Security
    Document ceases for any reason to be fully enforceable;
    provided, that it will not be an Event of Default under
    this clause (A) if the sole result of the failure of one or
    more Security Documents to be fully enforceable is that any
    Parity Lien purported to be granted under such Security
    Documents on Collateral, individually or in the aggregate,
    having a fair market value of not more than $10.0 million
    ceases to be an enforceable and perfected second-priority Lien,
    subject only to Liens securing Priority Lien Obligations,
    Permitted Prior Liens, Permitted Liens and other Liens permitted
    to be incurred pursuant to Section 4.12;



 



    (B) except as permitted by the express terms of the
    applicable Security Document or the Intercreditor Agreement, or
    as a result of acts or omissions by the Notes Collateral Agent,
    the Trustee or any Holder, any Parity Lien purported to be
    granted under any Security Document on Collateral, individually
    or in the aggregate, having a fair market value in excess of
    $10.0 million ceases to be an enforceable and perfected
    second-priority Lien, subject only to Liens securing Priority
    Lien Obligations,




    

    61








 






    Permitted Prior Liens, Permitted Liens and other Liens permitted
    to be incurred pursuant to Section 4.12; or



 



    (C) the Issuer or any other Pledgor, or any Person acting
    on behalf of any of them, denies or disaffirms, in writing, any
    obligation of the Issuer or any other Pledgor set forth in or
    arising under any Security Document.



 



    (b) In the event of any Event of Default specified in
    clause (iv) of Section 6.01(a), such Event of Default
    and all consequences thereof (excluding any resulting payment
    default, other than as a result of acceleration of the Notes)
    shall be annulled, waived and rescinded, automatically and
    without any action by the Trustee or the Holders, if within
    20 days after such Event of Default arose:



 



    (i) the Indebtedness or guarantee that is the basis for
    such Event of Default has been discharged; or



 



    (ii) holders thereof have rescinded or waived the
    acceleration, notice or action (as the case may be) giving rise
    to such Event of Default; or



 



    (iii) the default that is the basis for such Event of
    Default has been cured.



 



    Section 6.02  Acceleration.



 



    (a) If any Event of Default (other than an Event of Default
    specified in clause (vi) or (vii) of
    Section 6.01(a) hereof with respect to the Issuer) occurs
    and is continuing under this Indenture, the Trustee or the
    Holders of at least 25% in principal amount of the then total
    outstanding Notes may declare the principal, premium, if any,
    interest and any other monetary obligations on all the then
    outstanding Notes to be due and payable immediately;
    provided, however, that so long as any
    Indebtedness permitted to be incurred under this Indenture as
    part of the Senior Credit Facilities shall be outstanding, no
    such acceleration shall be effective until the earlier of



 



    (i) acceleration of any such Indebtedness under the Senior
    Credit Facilities; or



 



    (ii) five Business Days after the giving of written notice
    of such acceleration to the Issuer and the Representative under
    the Senior Credit Facilities.



 



    Upon the effectiveness of such declaration, such principal and
    interest shall be due and payable immediately.



 



    Notwithstanding the foregoing, in the case of an Event of
    Default arising under clause (vi) or (vii) of
    Section 6.01(a) hereof with respect to the Issuer, all
    outstanding Notes shall be due and payable immediately without
    further action or notice. The Trustee may withhold from the
    Holders notice of any continuing Default or Event of Default,
    except a Default relating to the payment of principal, premium,
    if any, or interest, if it determines that withholding notice is
    in their interest. In addition, the Trustee shall have no
    obligation to accelerate the Notes if in the judgment of the
    Trustee acceleration is not in the best interest of the Holders
    of the Notes.



 



    The Holders of a majority in aggregate principal amount of the
    then outstanding Notes by written notice to the Trustee may on
    behalf of all of the Holders rescind an acceleration and its
    consequences if the rescission would not conflict with any
    judgment or decree and if all existing Events of Default (except
    nonpayment of principal, interest, or premium that has become
    due solely because of the acceleration) have been cured or
    waived.



 



    (b) Notwithstanding the preceding paragraph, in the event
    of a declaration of acceleration in respect of the Notes because
    of an Event of Default specified in Section 6.01(a)(iv)
    shall have occurred and be continuing, such declaration of
    acceleration shall be automatically annulled if the Indebtedness
    that is the subject of such Event of Default has been discharged
    or the Holders thereof have rescinded their declaration of
    acceleration in respect of such Indebtedness, and written notice
    of such discharge or rescission, as the case may be, shall have
    been given to the Trustee by the Issuer and countersigned by the
    Holders of such Indebtedness or a trustee, fiduciary or agent
    for such Holders, within 30 days after such declaration of
    acceleration in respect of the Notes, and no other Event of
    Default has occurred during such 30 day period which has
    not been cured or waived during such period.




    

    62








 






    Section 6.03  Other
    Remedies.



 



    If an Event of Default occurs and is continuing, the Trustee
    may, subject to the provisions of the Intercreditor Agreement,
    pursue any available remedy to collect the payment of principal,
    premium, if any, and interest on the Notes or to enforce the
    performance of any provision of the Notes or this Indenture.



 



    The Trustee may maintain a proceeding even if it does not
    possess any of the Notes or does not produce any of them in the
    proceeding. Delay or omission by the Trustee or any Holder of a
    Note in exercising any right or remedy accruing upon an Event of
    Default shall not impair the right or remedy or constitute a
    waiver of or acquiescence in the Event of Default. All remedies
    are cumulative to the extent permitted by law.



 



    Section 6.04  Waiver
    of Past Defaults.



 



    Holders of not less than a majority in aggregate principal
    amount of the then outstanding Notes by notice to the Trustee
    may on behalf of the Holders of all of the Notes waive any
    existing Default and its consequences hereunder except a
    continuing Default in the payment of interest on, premium, if
    any, or the principal of any Note held by a non-consenting
    Holder (including in connection with an Asset Sale Offer or a
    Change of Control Offer); provided, subject to
    Section 6.02 hereof, that the Holders of a majority in
    aggregate principal amount of the then outstanding Notes may
    rescind an acceleration and its consequences, including any
    related payment default that resulted from such acceleration.
    Upon any such waiver, such Default shall cease to exist, and any
    Event of Default arising therefrom shall be deemed to have been
    cured for every purpose of this Indenture; but no such waiver
    shall extend to any subsequent or other Default or impair any
    right consequent thereon.



 



    Section 6.05  Control
    by Majority.



 



    Holders of a majority in principal amount of the total
    outstanding Notes may direct the time, method and place of
    conducting any proceeding for any remedy available to the
    Trustee or of exercising any trust or power conferred on the
    Trustee. The Trustee, however, may refuse to follow any
    direction that conflicts with law, the Intercreditor Agreement
    or this Indenture or that the Trustee determines is unduly
    prejudicial to the rights of any other Holder of a Note or that
    would involve the Trustee in personal liability.



 



    Section 6.06  Limitation
    on Suits.



 



    Subject to Section 6.07 hereof, no Holder of a Note may
    pursue any remedy with respect to this Indenture or the Notes
    unless:



 



    (a) such Holder has previously given the Trustee notice
    that an Event of Default is continuing;



 



    (b) Holders of at least 25% in principal amount of the
    total outstanding Notes have requested the Trustee to pursue the
    remedy;



 



    (c) Holders of the Notes have offered the Trustee
    reasonable security or indemnity against any loss, liability or
    expense;



 



    (d) the Trustee has not complied with such request within
    60 days after the receipt thereof and the offer of security
    or indemnity;



 



    (e) Holders of a majority in principal amount of the total
    outstanding Notes have not given the Trustee a direction
    inconsistent with such request within such
    60-day
    period; and



 



    (f) such action is not inconsistent with the Intercreditor
    Agreement.



 



    A Holder of a Note may not use this Indenture to prejudice the
    rights of another Holder of a Note or to obtain a preference or
    priority over another Holder of a Note.



 



    Section 6.07  Rights
    of Holders of Notes to Receive Payment.



 



    Notwithstanding any other provision of this Indenture, the right
    of any Holder of a Note to receive payment of principal,
    premium, if any, and interest on the Note, on or after the
    respective due dates expressed in the Note (including in
    connection with an Asset Sale Offer or a Change of Control
    Offer), or to bring suit for the enforcement of any such payment
    on or after such respective dates, shall not be impaired or
    affected without the consent of such Holder.




    

    63








 






    Section 6.08  Collection
    Suit by Trustee.



 



    If an Event of Default specified in Section 6.01(a)(i) or
    (ii) hereof occurs and is continuing, the Trustee is
    authorized to recover judgment in its own name and as trustee of
    an express trust against the Issuer for the whole amount of
    principal of, premium, if any, and interest remaining unpaid on
    the Notes and interest on overdue principal and, to the extent
    lawful, interest and such further amount as shall be sufficient
    to cover the costs and expenses of collection, including the
    reasonable compensation, expenses, disbursements and advances of
    the Trustee, its agents and counsel.



 



    Section 6.09  Restoration
    of Rights and Remedies.



 



    If the Trustee or any Holder has instituted any proceeding to
    enforce any right or remedy under this Indenture and such
    proceeding has been discontinued or abandoned for any reason, or
    has been determined adversely to the Trustee or to such Holder,
    then and in every such case, subject to any determination in
    such proceedings, the Issuer, the Trustee and the Holders shall
    be restored severally and respectively to their former positions
    hereunder and thereafter all rights and remedies of the Trustee
    and the Holders shall continue as though no such proceeding has
    been instituted.



 



    Section 6.10  Rights
    and Remedies Cumulative.



 



    Except as otherwise provided with respect to the replacement or
    payment of mutilated, destroyed, lost or stolen Notes in
    Section 2.07 hereof, no right or remedy herein conferred
    upon or reserved to the Trustee or to the Holders is intended to
    be exclusive of any other right or remedy, and every right and
    remedy shall, to the extent permitted by law, be cumulative and
    in addition to every other right and remedy given hereunder or
    now or hereafter existing at law or in equity or otherwise. The
    assertion or employment of any right or remedy hereunder, or
    otherwise, shall not prevent the concurrent assertion or
    employment of any other appropriate right or remedy.



 



    Section 6.11  Delay
    or Omission Not Waiver.



 



    No delay or omission of the Trustee or of any Holder of any Note
    to exercise any right or remedy accruing upon any Event of
    Default shall impair any such right or remedy or constitute a
    waiver of any such Event of Default or an acquiescence therein.
    Every right and remedy given by this Article or by law to the
    Trustee or to the Holders may be exercised from time to time,
    and as often as may be deemed expedient, by the Trustee or by
    the Holders, as the case may be.



 



    Section 6.12  Trustee
    May File Proofs of Claim.



 



    The Trustee is authorized to file such proofs of claim and other
    papers or documents as may be necessary or advisable in order to
    have the claims of the Trustee (including any claim for the
    reasonable compensation, expenses, disbursements and advances of
    the Trustee, its agents and counsel) and the Holders of the
    Notes allowed in any judicial proceedings relative to the Issuer
    (or any other obligor upon the Notes including the Guarantors),
    its creditors or its property and shall be entitled and
    empowered to participate as a member in any official committee
    of creditors appointed in such matter and to collect, receive
    and distribute any money or other property payable or
    deliverable on any such claims and any custodian in any such
    judicial proceeding is hereby authorized by each Holder to make
    such payments to the Trustee, and in the event that the Trustee
    shall consent to the making of such payments directly to the
    Holders, to pay to the Trustee any amount due to it for the
    reasonable compensation, expenses, disbursements and advances of
    the Trustee, its agents and counsel, and any other amounts due
    the Trustee under Section 7.07 hereof. To the extent that
    the payment of any such compensation, expenses, disbursements
    and advances of the Trustee, its agents and counsel, and any
    other amounts due the Trustee under Section 7.07 hereof out
    of the estate in any such proceeding, shall be denied for any
    reason, payment of the same shall be secured by a Lien on, and
    shall be paid out of, any and all distributions, dividends,
    money, securities and other properties that the Holders may be
    entitled to receive in such proceeding whether in liquidation or
    under any plan of reorganization or arrangement or otherwise.
    Nothing herein contained shall be deemed to authorize the
    Trustee to authorize or consent to or accept or adopt on behalf
    of any Holder any plan of reorganization, arrangement,
    adjustment or composition affecting the Notes or the rights of
    any Holder, or to authorize the Trustee to vote in respect of
    the claim of any Holder in any such proceeding.




    

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    Section 6.13  Priorities.



 



    If the Trustee collects any money pursuant to this
    Article 6, it shall pay out the money in the following
    order:



 



    (a) to the Trustee, its agents and attorneys for amounts
    due under Section 7.07 hereof, including payment of all
    compensation, expenses and liabilities incurred, and all
    advances made, by the Trustee and the costs and expenses of
    collection;



 



    (b) to holders of Senior Indebtedness of the Issuer and, if
    such money or property has been collected from a Guarantor, to
    holders of Senior Indebtedness of such Guarantor, in each case
    to the extent required by Article 11
    and/or
    Article 13 hereof, as applicable



 



    (c) to Holders of Notes for amounts due and unpaid on the
    Notes for principal, premium, if any, and interest, ratably,
    without preference or priority of any kind, according to the
    amounts due and payable on the Notes for principal, premium, if
    any, and interest, respectively; and



 



    (d) to the Issuer or to such party as a court of competent
    jurisdiction shall direct including a Guarantor, if applicable.



 



    The Trustee may fix a record date and payment date for any
    payment to Holders of Notes pursuant to this Section 6.13.



 



    Section 6.14  Undertaking
    for Costs.



 



    In any suit for the enforcement of any right or remedy under
    this Indenture or in any suit against the Trustee for any action
    taken or omitted by it as a Trustee, a court in its discretion
    may require the filing by any party litigant in the suit of an
    undertaking to pay the costs of the suit, and the court in its
    discretion may assess reasonable costs, including reasonable
    attorneys’ fees, against any party litigant in the suit;
    having due regard to the merits and good faith of the claims or
    defenses made by the party litigant. This Section 6.14 does
    not apply to a suit by the Trustee, a suit by a Holder of a Note
    pursuant to Section 6.07 hereof, or a suit by Holders of
    more than 10% in principal amount of the then outstanding Notes.



 




    ARTICLE 7

    



 




    TRUSTEE
    



 



    Section 7.01  Duties
    of Trustee.



 



    (a) If an Event of Default has occurred and is continuing,
    the Trustee shall exercise such of the rights and powers vested
    in it by this Indenture, and use the same degree of care and
    skill in its exercise, as a prudent person would exercise or use
    under the circumstances in the conduct of such person’s own
    affairs.



 



    (b) Except during the continuance of an Event of Default:



 



    (i) the duties of the Trustee shall be determined solely by
    the express provisions of this Indenture and the Trustee need
    perform only those duties that are specifically set forth in
    this Indenture and no others, and no implied covenants or
    obligations shall be read into this Indenture against the
    Trustee; and



 



    (ii) in the absence of bad faith on its part, the Trustee
    may conclusively rely, as to the truth of the statements and the
    correctness of the opinions expressed therein, upon certificates
    or opinions furnished to the Trustee and conforming to the
    requirements of this Indenture. However, in the case of any such
    certificates or opinions which by any provision hereof are
    specifically required to be furnished to the Trustee, the
    Trustee shall examine the certificates and opinions to determine
    whether or not they conform to the requirements of this
    Indenture.




    

    65








 






    (c) The Trustee may not be relieved from liabilities for
    its own negligent action, its own negligent failure to act, or
    its own willful misconduct, except that:



 



    (i) this paragraph does not limit the effect of paragraph
    (b) of this Section 7.01;



 



    (ii) the Trustee shall not be liable for any error of
    judgment made in good faith by a Responsible Officer, unless it
    is proved in a court of competent jurisdiction that the Trustee
    was negligent in ascertaining the pertinent facts; and



 



    (iii) the Trustee shall not be liable with respect to any
    action it takes or omits to take in good faith in accordance
    with a direction received by it pursuant to Section 6.05
    hereof.



 



    (d) Whether or not therein expressly so provided, every
    provision of this Indenture that in any way relates to the
    Trustee is subject to paragraphs (a), (b) and (c) of
    this Section 7.01.



 



    (e) The Trustee shall be under no obligation to exercise
    any of its rights or powers under this Indenture at the request
    or direction of any of the Holders of the Notes unless the
    Holders have offered to the Trustee reasonable indemnity or
    security against any loss, liability or expense.



 



    (f) The Trustee shall not be liable for interest on any
    money received by it except as the Trustee may agree in writing
    with the Issuer. Money held in trust by the Trustee need not be
    segregated from other funds except to the extent required by law.



 



    Section 7.02  Rights
    of Trustee.



 



    (a) The Trustee may conclusively rely upon any document
    believed by it to be genuine and to have been signed or
    presented by the proper Person. The Trustee need not investigate
    any fact or matter stated in the document, but the Trustee, in
    its discretion, may make such further inquiry or investigation
    into such facts or matters as it may see fit, and, if the
    Trustee shall determine to make such further inquiry or
    investigation, it shall be entitled to examine the books,
    records and premises of the Issuer, personally or by agent or
    attorney at the sole cost of the Issuer and shall incur no
    liability or additional liability of any kind by reason of such
    inquiry or investigation.



 



    (b) Before the Trustee acts or refrains from acting, it may
    require an Officer’s Certificate or an Opinion of Counsel
    or both. The Trustee shall not be liable for any action it takes
    or omits to take in good faith in reliance on such
    Officer’s Certificate or Opinion of Counsel. The Trustee
    may consult with counsel of its selection and the written advice
    of such counsel or any Opinion of Counsel shall be full and
    complete authorization and protection from liability in respect
    of any action taken, suffered or omitted by it hereunder in good
    faith and in reliance thereon.



 



    (c) The Trustee may act through its attorneys and agents
    and shall not be responsible for the misconduct or negligence of
    any agent or attorney appointed with due care.



 



    (d) The Trustee shall not be liable for any action it takes
    or omits to take in good faith that it believes to be authorized
    or within the rights or powers conferred upon it by this
    Indenture.



 



    (e) Unless otherwise specifically provided in this
    Indenture, any demand, request, direction or notice from the
    Issuer shall be sufficient if signed by an Officer of the Issuer.



 



    (f) None of the provisions of this Indenture shall require
    the Trustee to expend or risk its own funds or otherwise to
    incur any liability, financial or otherwise, in the performance
    of any of its duties hereunder, or in the exercise of any of its
    rights or powers if it shall have reasonable grounds for
    believing that repayment of such funds or indemnity satisfactory
    to it against such risk or liability is not assured to it.



 



    (g) The Trustee shall not be deemed to have notice of any
    Default or Event of Default unless a Responsible Officer of the
    Trustee has actual knowledge thereof or unless written notice of
    any event which is in fact such a Default is received by the
    Trustee at the Corporate Trust Office of the Trustee, and
    such notice references the Notes and this Indenture




    

    66








 






    (h) In no event shall the Trustee be responsible or liable
    for special, indirect, or consequential loss or damage of any
    kind whatsoever (including,, but not limited to, loss of profit)
    irrespective of whether the Trustee has been advised of the
    likelihood of such loss or damage and regardless of the form of
    action.



 



    (i) The rights, privileges, protections, immunities and
    benefits given to the Trustee, including, without limitation,
    its right to be indemnified, are extended to, and shall be
    enforceable by, the Trustee in each of its capacities hereunder,
    and each agent, custodian and other Person employed to act
    hereunder.



 



    (j) The Trustee shall not be deemed to owe any fiduciary
    duty to the holders of Pari Passu Indebtedness or Senior
    Indebtedness of the Issuer and shall not be liable to any such
    holder for any action it takes or omits to take within the
    rights or powers conferred upon it by this Indenture.



 



    (k) The Trustee shall not be responsible for any costs,
    expenses, damages or other liabilities arising (directly or
    indirectly) as a result of (i) any filing of a claim or
    proof of debt by holders of Designated Senior Indebtedness (or
    their Representative) or (ii) any right of holders of
    Designated Senior Indebtedness (or their Representative) to file
    any such claim or proof of debt, in any such case in accordance
    with the second paragraph of Section 11.14 and 13.14.



 



    Section 7.03  Individual
    Rights of Trustee.



 



    The Trustee in its individual or any other capacity may become
    the owner or pledgee of Notes and may otherwise deal with the
    Issuer or any Affiliate of the Issuer with the same rights it
    would have if it were not Trustee. However, in the event that
    the Trustee acquires any conflicting interest it must eliminate
    such conflict within 90 days, apply to the SEC for
    permission to continue as trustee or resign. Any Agent may do
    the same with like rights and duties. The Trustee is also
    subject to Sections 7.10 and 7.11 hereof.



 



    Section 7.04  Trustee’s
    Disclaimer.



 



    The Trustee shall not be responsible for and makes no
    representation as to the validity or adequacy of this Indenture
    or the Notes, it shall not be accountable for the Issuer’s
    use of the proceeds from the Notes or any money paid to the
    Issuer or upon the Issuer’s direction under any provision
    of this Indenture, it shall not be responsible for the use or
    application of any money received by any Paying Agent other than
    the Trustee, and it shall not be responsible for any statement
    or recital herein or any statement in the Notes or any other
    document in connection with the sale of the Notes or pursuant to
    this Indenture other than its certificate of authentication.



 



    Section 7.05  Notice
    of Defaults.



 



    If a Default occurs and is continuing and if it is known to the
    Trustee, the Trustee shall send to Holders of Notes a notice of
    the Default within 90 days after it occurs. Except in the
    case of a Default relating to the payment of principal, premium,
    if any, or interest on any Note, the Trustee may withhold from
    the Holders notice of any continuing Default if and so long as a
    committee of its Responsible Officers in good faith determines
    that withholding the notice is in the interests of the Holders
    of the Notes. The Trustee shall not be deemed to know of any
    Default unless a Responsible Officer of the Trustee has actual
    knowledge thereof or unless written notice of any event which is
    such a Default is received by the Trustee at the Corporate
    Trust Office of the Trustee.



 



    Section 7.06  Reserved.



 



    Section 7.07  Compensation
    and Indemnity.



 



    The Issuer shall pay to the Trustee from time to time such
    compensation for its acceptance of this Indenture and services
    hereunder as the parties shall agree in writing from time to
    time. The Trustee’s compensation shall not be limited by
    any law on compensation of a trustee of an express trust. The
    Issuer shall reimburse the Trustee promptly upon request for all
    reasonable disbursements, advances and expenses incurred or made
    by it in addition to the compensation for its services. Such
    expenses shall include the reasonable compensation,
    disbursements and expenses of the Trustee’s agents and
    counsel.



 



    The Issuer and the Guarantors, jointly and severally, shall
    indemnify the Trustee for, and hold the Trustee harmless
    against, any and all loss, damage, claims, liability or expense
    (including attorneys’ fees) incurred by it in connection
    with the acceptance or administration of this trust and the
    performance of its duties hereunder (including




    

    67








 






    the costs and expenses of enforcing this Indenture against the
    Issuer or any of the Guarantors (including this
    Section 7.07) or defending itself against any claim whether
    asserted by any Holder, the Issuer or any Guarantor, or
    liability in connective with the acceptance, exercise or
    performance of any of its powers or duties hereunder). The
    Trustee shall notify the Issuer promptly of any claim for which
    it may seek indemnity. Failure by the Trustee to so notify the
    Issuer shall not relieve the issuer of its obligations
    hereunder. The Issuer shall defend the claim and the Trustee may
    have separate counsel and the Issuer shall pay the fees and
    expenses of such counsel. The Issuer need not reimburse any
    expense or indemnify against any loss, liability or expense
    incurred by the-Trustee through the Trustee’s own willful
    misconduct, negligence or bad faith.



 



    The obligations of the Issuer under this Section 7.07 shall
    survive the satisfaction and discharge of this Indenture or the
    earlier resignation or removal of the Trustee.



 



    To secure the payment obligations of the Issuer and the
    Guarantors in this Section 7.07, the Trustee shall have a
    Lien prior to the Notes on all money or property held or
    collected by the Trustee, except that held in trust to pay
    principal and interest on particular Notes. Such Lien shall
    survive the satisfaction and discharge of this Indenture.



 



    When the Trustee incurs expenses or renders services after an
    Event of Default specified in Section 6.01(a)(vi) or
    (vii) hereof occurs, the expenses and the compensation for
    the services (including the fees and expenses of its agents and
    counsel) are. intended to constitute expenses of administration
    under any Bankruptcy Law.



 



    Section 7.08  Replacement
    of Trustee.



 



    A resignation or removal of the Trustee and appointment of a
    successor Trustee shall become effective only upon the successor
    Trustee’s acceptance of appointment as provided in this
    Section 7.08. The Trustee may resign in writing at any time
    and be discharged from the trust hereby created by so notifying
    the Issuer. The Holders of a majority in principal amount of the
    then outstanding Notes may remove the Trustee by so notifying
    the Trustee and the Issuer in writing. The Issuer may remove the
    Trustee if:



 



    (a) the Trustee fails to comply with Section 7.10
    hereof;



 



    (b) the Trustee is adjudged a bankrupt or an insolvent or
    an order for relief is entered with respect to the Trustee under
    any Bankruptcy Law;



 



    (c) a custodian or public officer takes charge of the
    Trustee or its property; or



 



    (d) the Trustee becomes incapable of acting.



 



    If the Trustee resigns or is removed or if a vacancy exists in
    the office of Trustee for any reason, the Issuer shall promptly
    appoint a successor Trustee. Within one year after the successor
    Trustee takes office, the Holders of a majority in principal
    amount of the then outstanding. Notes may appoint a successor
    Trustee to replace the successor Trustee appointed by the Issuer.



 



    If a successor Trustee does not take office within 60 days
    after the retiring Trustee resigns or is removed, the retiring
    Trustee (at the Issuer’s expense), the Issuer or the
    Holders of at least 10% in principal amount of the then
    outstanding Notes may petition any court of competent
    jurisdiction for the appointment of a successor Trustee.



 



    If the Trustee, after written request by any Holder who has been
    a Holder for at least six months, fails to comply with
    Section 7.10 hereof, such Holder may petition any court of
    competent jurisdiction for the removal of the Trustee and the
    appointment of a successor Trustee.



 



    A successor Trustee shall deliver a written acceptance of its
    appointment to the retiring Trustee and to the Issuer.
    Thereupon, the resignation or removal of the retiring Trustee
    shall become effective, and the successor Trustee shall have all
    the rights, powers and duties of the Trustee under this
    Indenture. The successor Trustee shall mail a notice of its
    succession to Holders. The retiring Trustee shall promptly
    transfer all property held by it as Trustee to the successor
    Trustee; provided all sums owing to the Trustee hereunder have
    been paid and subject to the Lien provided for in
    Section 7.07 hereof. Notwithstanding replacement of the
    Trustee pursuant to this Section 7.08, the Issuer’s
    obligations under Section 7.07 hereof shall continue for
    the benefit of the retiring Trustee.




    

    68








 






    Section 7.09  Successor
    Trustee by Merger, etc.



 



    If the Trustee consolidates, merges or converts into, or
    transfers all or substantially all of its corporate trust
    business to, another corporation, the successor corporation
    without any further act shall be the successor Trustee.



 



    Section 7.10  Eligibility;
    Disqualification.



 



    There shall at all times be a Trustee hereunder that is a
    corporation organized and doing business under the laws of the
    United States of America or of any state thereof that is
    authorized under such laws to exercise corporate trustee power,
    that is subject to supervision or examination by federal or
    state authorities and that has a combined capital and surplus of
    at least $50,000,000 as set forth in its most recent published
    annual report of condition.



 




    ARTICLE 8

    



 




    LEGAL
    DEFEASANCE AND COVENANT DEFEASANCE
    



 



    Section 8.01  Option
    to Effect Legal Defeasance or Covenant Defeasance.



 



    The Issuer may, at its option and at any time, elect to have
    either Section 8.02 or 8.03 hereof applied to all
    outstanding Notes upon compliance with the conditions set forth
    below in this Article 8.



 



    Section 8.02  Legal
    Defeasance and Discharge.



 



    Upon the Issuer’s exercise under Section 8.01 hereof
    of the option applicable to this Section 8.02, the Issuer
    and the Guarantors shall, subject to the satisfaction of the
    conditions set forth in Section 8.04 hereof, be deemed to
    have been discharged from their obligations with respect to all
    outstanding Notes and Guarantees on the date the conditions set
    forth below are satisfied (“Legal Defeasance”).
    For this purpose, Legal Defeasance means that the Issuer shall
    be deemed to have paid and discharged the entire Indebtedness
    represented by the outstanding Notes, which shall thereafter be
    deemed to be “outstanding” only for the
    purposes of Section 8.05 hereof and the other Sections of
    this Indenture referred to in (a) and (b) below, and
    to have satisfied all its other obligations under such Notes and
    this Indenture including that of the Guarantors (and the
    Trustee, on demand of and at the expense of the Issuer, shall
    execute proper instruments acknowledging the same), except for
    the following provisions which shall survive until otherwise
    terminated or discharged hereunder:



 



    (a) the rights of Holders of Notes to receive payments in
    respect of the principal of, premium, if any, and interest on
    the Notes when such payments are due solely out of the trust
    created pursuant to this Indenture referred to in
    Section 8.04 hereof;



 



    (b) the Issuer’s obligations with respect to Notes
    concerning issuing temporary Notes, registration of such Notes,
    mutilated, destroyed, lost or stolen Notes and the maintenance
    of an office or agency for payment and money for security
    payments held in trust;



 



    (c) the rights, powers, trusts, duties and immunities of
    the Trustee, and the Issuer’s obligations in connection
    therewith; and



 



    (d) this Section 8.02.



 



    Subject to compliance with this Article 8, the Issuer may
    exercise its option under this Section 8.02 notwithstanding
    the prior exercise of its option under Section 8.03 hereof.



 



    Section 8.03  Covenant
    Defeasance.



 



    Upon the Issuer’s exercise under Section 8.01 hereof
    of the option applicable to this Section 8.03, the Issuer
    and the Guarantors shall, subject to the satisfaction of the
    conditions set forth in Section 8.04 hereof, be released
    from their obligations under the covenants contained in
    Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11,
    4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clauses (iv) and
    (v) of Section 5.01(a), Sections 5.01(c) and
    5.01(d) hereof with respect to the outstanding Notes on and
    after the date the conditions set forth in Section 8.04
    hereof are satisfied (“Covenant Defeasance”),
    and the Notes shall thereafter be deemed not
    “outstanding” for the purposes of any direction,
    waiver, consent or declaration or act of Holders (and the
    consequences of any thereof) in connection with such covenants,
    but shall continue to be deemed “outstanding” for all
    other purposes hereunder (it being understood




    

    69








 






    that such Notes shall not be deemed outstanding for accounting
    purposes). For this purpose, Covenant Defeasance means that,
    with respect to the outstanding Notes, the Issuer may omit to
    comply with and shall have no liability in respect of any term,
    condition or limitation set forth in any such covenant, whether
    directly or indirectly, by reason of any reference elsewhere
    herein to any such covenant or by reason of any reference in any
    such covenant to any other provision herein or in any other
    document and such omission to comply shall not constitute a
    Default or an Event of Default under Section 6.01 hereof,
    but, except as specified above, the remainder of this Indenture
    and such Notes shall be unaffected thereby. In addition, upon
    the Issuer’s exercise under Section 8.01 hereof of the
    option applicable to this Section 8.03 hereof, subject to
    the satisfaction of the conditions set forth in
    Section 8.04 hereof, Sections 6.01(a)(iii),
    6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to
    Restricted Subsidiaries that are Significant Subsidiaries),
    6.01(a)(vii) (solely with respect to Restricted Subsidiaries
    that are Significant Subsidiaries), 6.01(a)(viii) and
    6.01(a)(ix) hereof shall not constitute Events of Default.



 



    Section 8.04  Conditions
    to Legal or Covenant Defeasance.



 



    The following shall be the conditions to the application of
    either Section 8.02 or 8.03 hereof to the outstanding Notes:



 



    In order to exercise either Legal Defeasance or Covenant
    Defeasance with respect to the Notes:



 



    (a) the Issuer must irrevocably deposit with the Trustee,
    in trust, for the benefit of the Holders of the Notes, cash in
    U.S. dollars, Government Securities, or a combination
    thereof, in such amounts as will be sufficient, in the opinion
    of a nationally recognized firm of independent public
    accountants, to pay the principal of, premium, if any, and
    interest due on the Notes on the date of Stated Maturity or on
    the redemption date, as the case may be, of such principal,
    premium, if any, or interest on such Notes and the Issuer must
    specify whether such Notes are being defeased to maturity or to
    a particular redemption date;



 



    (b) in the case of Legal Defeasance, the Issuer shall have
    delivered to the Trustee an Opinion of Counsel reasonably
    acceptable to the Trustee confirming that, subject to customary
    assumptions and exclusions,



 



    (i) the Issuer has received from, or there has been
    published by, the United States Internal Revenue Service a
    ruling, or



 



    (ii) since the issuance of the Notes, there has been a
    change in the applicable U.S. federal income tax law,



 



    in either case to the effect that, and based thereon such
    Opinion of Counsel shall confirm that, subject to customary
    assumptions and exclusions, the Holders of the Notes will not
    recognize income, gain or loss for U.S. federal income tax
    purposes, as applicable, as a result of such Legal Defeasance
    and will be subject to U.S. federal income tax on the same
    amounts, in the same manner and at the same times as would have
    been the case if such Legal Defeasance had not occurred;



 



    (c) in the case of Covenant Defeasance, the Issuer shall
    have delivered to the Trustee an Opinion of Counsel reasonably
    acceptable to the Trustee confirming that, subject to customary
    assumptions and exclusions, the Holders of the Notes will not
    recognize income, gain or loss for U.S. federal income tax
    purposes as a result of such Covenant Defeasance and will be
    subject to such tax on the same amounts, in the same manner and
    at the same times as would have been the case if such Covenant
    Defeasance had not occurred;



 



    (d) no Default (other than that resulting from borrowing
    funds to be applied to make such deposit and any similar and
    simultaneous deposit relating to other indebtedness, and in each
    case the granting of Liens in connection therewith) shall have
    occurred and be continuing on the date of such deposit;



 



    (e) such Legal Defeasance or Covenant Defeasance shall not
    result in a breach or violation of, or constitute a default
    under the Senior Credit Facilities or any other material
    agreement or instrument (other than this Indenture) to which,
    the Issuer or any Guarantor is a party or by which the Issuer or
    any Guarantor is bound (other than that resulting from any
    borrowing of funds to be applied to make the deposit required to
    effect such Legal Defeasance or Covenant Defeasance and any
    similar and simultaneous deposit relating to other Indebtedness,
    and the granting of Liens in connection therewith);




    

    70








 






    (f) the Issuer shall have delivered to the Trustee an
    Opinion of Counsel to the effect that, as of the date of such
    opinion and subject to customary assumptions and exclusions
    following the deposit, the trust funds will not be subject to
    the effect of Section 547 of Title 11 of the United
    States Code;



 



    (g) the Issuer shall have delivered to the Trustee an
    Officer’s Certificate stating that the deposit was not made
    by the Issuer with the intent of defeating, hindering, delaying
    or defrauding any creditors of the Issuer or any Guarantor or
    others; and



 



    (h) the Issuer shall have delivered to the Trustee an
    Officer’s Certificate and an Opinion of Counsel (which
    Opinion of Counsel may be subject to customary assumptions and
    exclusions) each stating that all conditions precedent provided
    for or relating to the Legal Defeasance or the Covenant
    Defeasance, as the case may be, have been complied with.



 



    The Collateral will be released from the Lien securing the
    Notes, as provided in Section 10.06 hereof, upon a Legal
    Defeasance or Covenant Defeasance in accordance with the
    provisions of this Article 8.



 



    Section 8.05  Deposited
    Money and Government Securities to Be Held in Trust; Other
    Miscellaneous Provisions.



 



    Subject to Section 8.06 hereof, all money and Government
    Securities (including the proceeds thereof) deposited with the
    Trustee (or other qualifying trustee, collectively for purposes
    of this Section 8.05, the “Trustee”)
    pursuant to Section 8.04 hereof in respect of the
    outstanding Notes shall be held in trust and applied by the
    Trustee, in accordance with the provisions of such Notes and
    this Indenture, to the payment, either directly or through any
    Paying Agent (including the Issuer or a Guarantor acting as
    Paying Agent) as the Trustee may determine, to the Holders of
    such Notes of all sums due and to become due thereon in respect
    of principal, premium, if any, and interest, but such money need
    not be segregated from other funds except to the extent required
    by law. Money and Government Securities so held in trust are not
    subject to Article 11 or Article 13 hereof



 



    The Issuer shall pay and indemnify the Trustee against any tax,
    fee or other charge imposed on or assessed against the cash or
    Government Securities deposited pursuant to Section 8.04 hereof
    or the principal and interest received in respect thereof other
    than any such tax, fee or other charge which by law is for the
    account of the Holders of the outstanding Notes.



 



    Anything in this Article 8 to the contrary notwithstanding,
    the Trustee shall deliver or pay to the Issuer from time to time
    upon the request of the Issuer any money or Government
    Securities held by it as provided in Section 8.04 hereof
    which, in the opinion of a nationally recognized firm of
    independent public accountants expressed in a written
    certification thereof delivered to the Trustee (which may be the
    opinion delivered under Section 8.04(a) hereof), are in
    excess of the amount thereof that would then be required to be
    deposited to effect an equivalent Legal Defeasance or Covenant
    Defeasance.



 



    Section 8.06  Repayment
    to Issuer.



 



    Subject to applicable law, any money deposited with the Trustee
    or any Paying Agent, or then held by the Issuer, in trust for
    the payment of the principal of, premium, if any, or interest on
    any Note and remaining unclaimed for two years after such
    principal, and premium, if any, or interest has become due and
    payable shall be paid to the Issuer on its request or (if then
    held by the Issuer) shall be discharged from such trust; and the
    Holder of such Note shall thereafter look only to the Issuer for
    payment thereof, and all liability of the Trustee or such Paying
    Agent with respect to such trust money, and all liability of the
    Issuer as trustee thereof, shall thereupon cease.



 



    Section  8.07    Reinstatement.



 



    If the Trustee or Paying Agent is unable to apply any United
    States dollars or Government Securities in accordance with
    Section 8.02 or 8.03 hereof, as the case may be, by reason
    of any order or judgment of any court or governmental authority
    enjoining, restraining or otherwise prohibiting such
    application, then the Issuer’s obligations under this
    Indenture and the Notes shall be revived and reinstated as
    though no deposit had occurred pursuant to Section 8.02 or
    8.03 hereof until such time as the Trustee or Paying Agent is
    permitted to apply all such money in accordance with
    Section 8.02 or 8.03 hereof, as the case may be;
    provided, that, if the Issuer makes any payment of
    principal of, premium,




    

    71








 






    if any, or interest on any Note following the reinstatement of
    its obligations, the Issuer shall be subrogated to the rights of
    the Holders of such Notes to receive such payment from the money
    held by the Trustee or Paying Agent.



 




    ARTICLE 9

    



 




    AMENDMENT,
    SUPPLEMENT AND WAIVER
    



 



    Section  9.01  Without
    Consent of Holders of Notes.



 



    Notwithstanding Section 9.02 hereof, the Issuer, any
    Guarantor (with respect to a Guarantee or this Indenture) and
    the Trustee may amend or supplement this Indenture, any
    Guarantee or Notes and any Security Document without the consent
    of any Holder:



 



    (a) to cure any ambiguity, omission, mistake, defect or
    inconsistency;



 



    (b) to provide for uncertificated Notes of such series in
    addition to or in place of certificated Notes;



 



    (c) to comply with Article 5 hereof;



 



    (d) to provide for the assumption of the Issuer’s or
    any Guarantor’s obligations to the Holders;



 



    (e) to make any change that would provide any additional
    rights or benefits to the Holders or that does not adversely
    affect the legal rights under this Indenture of any such Holder;



 



    (f) to add covenants for the benefit of the Holders or to
    surrender any right or power conferred upon the Issuer or any
    Guarantor;



 



    (g) to enter into an Intercreditor Agreement (including any
    amendments or supplements thereto) and additional or
    supplemental Security Documents;



 



    (h) to evidence and provide for the acceptance and
    appointment under this Indenture of a successor Trustee
    thereunder pursuant to the requirements thereof;



 



    (i) to provide for the issuance of exchange notes or
    private exchange notes, which are identical to exchange notes
    except that they are not freely transferable, or to provide for
    the issuance of Additional Notes as provided in
    Section 2.01(d) hereof;



 



    (j) to add a Guarantor under this Indenture;



 



    (k) to conform the text of this Indenture, the Guarantees
    or the Notes to any provision of the “Description of New
    Notes” section of the Offering Memorandum to the extent
    that such provision in such “Description of New
    Notes” section was intended to be a verbatim recitation
    of a provision of this Indenture, the Guarantee or the
    Notes; or



 



    (l) making any amendment to the provisions of this
    Indenture relating to the transfer and legending of Notes as
    permitted by this Indenture, including, without limitation to
    facilitate the issuance and administration of the Notes;
    provided, however, that (i) compliance with
    this Indenture as so amended would not result in Notes being
    transferred in violation of the Securities Act or any applicable
    securities law and (ii) such amendment does not materially
    and adversely affect the rights of Holders to transfer Notes.



 



    Upon the request of the Issuer accompanied by a resolution of
    its board of directors authorizing the execution of any such
    amended or supplemental indenture, and upon receipt by the
    Trustee of the documents described in Section 7.02 hereof,
    the Trustee shall join with the Issuer and the Guarantors in the
    execution of any amended or supplemental indenture authorized or
    permitted by the terms of this Indenture and to make any further
    appropriate agreements and stipulations that may be therein
    contained, but the Trustee shall not be obligated to enter into
    such amended or supplemental indenture that affects its own
    rights, duties or immunities under this Indenture or otherwise.
    Notwithstanding the foregoing, no Opinion of Counsel shall be
    required in connection with the addition of a Guarantor under
    this Indenture upon execution and delivery by such Guarantor and
    the Trustee of a supplemental indenture to this Indenture, the
    form of which is attached as Exhibit D hereto, and
    delivery of an Officer’s Certificate. Any Additional Notes
    shall be issued with the benefit of an indenture supplemental to
    this Indenture.




    

    72








 






    Section  9.02  With
    Consent of Holders of Notes.



 



    Except as provided below in this Section 9.02, the Issuer,
    the Guarantors and the Trustee may amend or supplement this
    Indenture (including, without limitation, Sections 3.09,
    4.10 and 4.14 hereof), the Notes, the Guarantees, the Security
    Documents and the Intercreditor Agreement with the consent of
    the Holders of at least a majority in principal amount of the
    Notes (including Additional Notes, if any) then outstanding
    voting as a single class (including, without limitation,
    consents obtained in connection with a tender offer or exchange
    offer for, or purchase of, the Notes), and, subject to
    Sections 6.04 and 6.07 hereof, any existing Default or
    Event of Default (other than a Default or Event of Default in
    the payment of the principal of, premium, if any, or interest on
    the Notes, except a payment default resulting from an
    acceleration that has been rescinded) or compliance with any
    provision of this Indenture, the Guarantees, the Notes, the
    Security Documents and the Intercreditor Agreement may be waived
    with the consent of the Holders of a majority in principal
    amount of the then outstanding Notes (including Additional
    Notes, if any) voting as a single class (including consents
    obtained in connection with a tender offer or exchange offer
    for, or purchase of, the Notes). Sections 2.08 and 2.09
    hereof shall determine which Notes are considered to be
    “outstanding” for the purposes of this
    Section 9.02.



 



    Upon the request of the Issuer accompanied by a resolution of
    its board of directors authorizing the execution of any such
    amended or supplemental indenture, and upon the filing with the
    Trustee of evidence satisfactory to the Trustee of the consent
    of the Holders of Notes as aforesaid, and upon receipt by the
    Trustee of the documents described in Section 7.02 hereof,
    the Trustee shall join with the Issuer in the execution of such
    amended or supplemental indenture unless such amended or
    supplemental indenture directly affects the Trustee’s own
    rights, duties or immunities under this Indenture or otherwise,
    in which case the Trustee may in its discretion, but shall not
    be obligated to, enter into such amended or supplemental
    indenture.



 



    It shall not be necessary for the consent of the Holders of
    Notes under this Section 9.02 to approve the particular
    form of any proposed amendment or waiver, but it shall be
    sufficient if such consent approves the substance thereof.



 



    After an amendment, supplement or waiver under this
    Section 9.02 becomes effective, the Issuer shall mail to
    the Holders of Notes affected thereby a notice briefly
    describing the amendment, supplement or waiver. Any failure of
    the Issuer to mail such notice, or any defect therein, shall
    not, however, in any way impair or affect the validity of any
    such amended or supplemental indenture or waiver.



 



    Without the consent of each Holder of Notes, an amendment or
    waiver under this Section 9.02 may not:



 



    (a) reduce the principal amount of such Notes whose Holders
    must consent to an amendment, supplement or waiver;



 



    (b) reduce the principal of or change the fixed final
    maturity of any such Note or alter or waive the provisions with
    respect to the redemption of such Notes except as provided above
    with respect to Sections 3.09, 4.10 and 4.14 hereof;



 



    (c) reduce the rate of or change the time for payment of
    interest on any Note;



 



    (d) waive a Default in the payment of principal of or
    premium, if any, or interest on the Notes, except a rescission
    of acceleration of the Notes by the Holders of at least a
    majority in aggregate principal amount of the Notes and a waiver
    of the payment default that resulted from such acceleration, or
    in respect of a covenant or provision contained in this
    Indenture or any Guarantee which cannot be amended or modified
    without the consent of all Holders;



 



    (e) make any Note payable in money other than that stated
    therein;



 



    (f) make any change in the provisions of this Indenture
    relating to waivers of past Defaults or the rights of Holders to
    receive payments of principal of or premium, if any, or interest
    on the Notes;



 



    (g) make any change in these amendment and waiver
    provisions;




    

    73








 






    (h) impair the right of any Holder to receive payment of
    principal of, or interest on such Holder’s Notes on or
    after the due dates therefor or to institute suit for the
    enforcement of any payment on or with respect to such
    Holder’s Notes;



 



    (i) make any change in the subordination provisions hereof
    that would adversely affect the Holders; or



 



    (j) except as expressly permitted by this Indenture, modify
    the Guarantees of any Significant Subsidiary in any manner
    adverse to the Holders of the Notes.



 



    Section  9.03  With
    Consent of Representatives of Designated Senior
    Indebtedness.



 



    Notwithstanding anything in this Indenture to the contrary, no
    amendment, modification or waiver of any provision of this
    Indenture may make or result in any change to this
    Section 9.03 or any provision of Articles 10, 11 or 13
    hereof (or any of the component definitions used therein)
    without express written consent of each Representative of
    Designated Senior Indebtedness.



 



    Section  9.04  Revocation
    and Effect of Consents.



 



    Until an amendment, supplement or waiver becomes effective, a
    consent to it by a Holder of a Note is a continuing consent by
    the Holder of a Note and every subsequent Holder of a Note or
    portion of a Note that evidences the same debt as the consenting
    Holder’s Note, even if notation of the consent is not made
    on any Note. However, any such Holder of a Note or subsequent
    Holder of a Note may revoke the consent as to its Note if the
    Trustee receives written notice of revocation before the date
    the waiver, supplement or amendment becomes effective. An
    amendment, supplement or waiver becomes effective in accordance
    with its terms and thereafter binds every Holder.



 



    The Issuer may, but shall not be obligated to, fix a record date
    for the purpose of determining the identity of Holders entitled
    to consent to any amendment, supplement, or waiver. If a record
    date is fixed, then, notwithstanding the preceding paragraph,
    those Persons who were Holders at such record date (or their
    duly designated proxies), and only such Persons, shall be
    entitled to consent to such amendment, supplement, or waiver or
    to revoke any consent previously given, whether or not such
    Persons continue to be Holders after such record date. No such
    consent shall be valid or effective for more than 120 days
    after such record date unless the consent of the requisite
    number of Holders has been obtained.



 



    Section  9.05  Notation
    on or Exchange of Notes.



 



    The Trustee may place an appropriate notation about an
    amendment, supplement or waiver on any Note thereafter
    authenticated. The Issuer in exchange for all Notes may issue
    and the Trustee shall, upon receipt of an Authentication Order,
    authenticate new Notes that reflect the amendment, supplement or
    waiver.



 



    Failure to make the appropriate notation or issue a new Note
    shall not affect the validity and effect of such amendment,
    supplement or waiver.



 



    Section  9.06  Trustee
    to Sign Amendments, etc.



 



    The Trustee shall sign any amendment, supplement or waiver
    authorized pursuant to this Article 9 if the amendment or
    supplement does not adversely affect the rights, duties,
    liabilities or immunities of the Trustee. The Issuer may not
    sign an amendment, supplement or waiver until the board of
    directors approves it. In executing any amendment, supplement or
    waiver, the Trustee shall be entitled to receive and (subject to
    Section 7.01 hereof) shall be fully protected in relying
    upon, in addition to the documents required by
    Section 15.04 hereof, an Officer’s Certificate and an
    Opinion of Counsel stating that the execution of such amended or
    supplemental indenture is authorized or permitted by this
    Indenture and that such amendment, supplement or waiver is the
    legal, valid and binding obligation of the Issuer and any
    Guarantors party thereto, enforceable against them in accordance
    with its terms, subject to customary exceptions, and complies
    with the provisions hereof (including Section 9.03).
    Notwithstanding the foregoing, no Opinion of Counsel will be
    required for the Trustee to execute any amendment or supplement
    adding a new Guarantor under this Indenture.




    

    74








 







    ARTICLE 10

    



 




    COLLATERAL
    AND SECURITY
    



 



    Section  10.01  Collateral
    and Security Documents.



 



    The due and punctual payment of the principal of and interest on
    the Notes when and as the same shall be due and payable, whether
    on an interest payment date, at maturity, by acceleration,
    repurchase, redemption or otherwise, and interest on the overdue
    principal of and interest on the Notes and performance of all
    other Obligations of the Issuer and the Guarantors to the
    Holders, the Trustee or the Notes Collateral Agent under this
    Indenture, the Notes, the Guarantees and the Security Documents,
    according to the terms hereunder or thereunder (the
    “Secured Obligations”), shall be secured as
    provided in the Security Documents, which define the terms of
    the Liens that secure the Secured Obligations, subject to the
    terms of the Intercreditor Agreement. The Trustee and the Issuer
    hereby acknowledge and agree that the Trustee or the Notes
    Collateral Agent, as the case may be, holds the Collateral in
    trust for the benefit of the Trustee and the Holders, in each
    case pursuant to the terms of the Security Documents. Each
    Holder, by accepting a Security, consents and agrees to the
    terms of the Security Documents (including the provisions
    providing for the possession, use, release and foreclosure of
    Collateral) as the same may be in effect or may be amended from
    time to time in accordance with their terms and this Indenture,
    and authorizes and directs the Notes Collateral Agent and, as
    applicable, the Trustee to enter into the Security Documents and
    to perform its obligations and exercise its rights thereunder in
    accordance therewith. The Issuer shall deliver to the Trustee
    (if it is not then the Notes Collateral Agent) copies of all
    documents delivered to the Notes Collateral Agent pursuant to
    the Security Documents, and will do or cause to be done all such
    acts and things as may be reasonably required by the next
    sentence of this Section 10.01, to assure and confirm to
    the Trustee and the Notes Collateral Agent the security
    interests in the Collateral contemplated hereby, by the Security
    Documents or any part thereof, as from time to time constituted,
    so as to render the same available for the security and benefit
    of this Indenture and of the Notes secured hereby, according to
    the intent and purposes herein expressed. The Issuer shall take,
    and shall cause the Subsidiaries of the Issuer to take, and
    Holdings shall take, at their sole expense, any and all actions
    reasonably required, or which the Trustee or Notes Collateral
    Agent may (at the direction of the Required Holders) request, to
    cause the Security Documents to create and maintain, as security
    for the Secured Obligations, a valid, duly created and
    enforceable and perfected Lien and security interest in and on
    all of the Collateral (subject to the terms of the Intercreditor
    Agreement), in favor of the Notes Collateral Agent for the
    benefit of the Trustee and the Holders under the Security
    Documents. Notwithstanding the foregoing, the Security Documents
    may be amended from time to time to add other parties holding
    Parity Lien Debt and (in the case of the Intercreditor
    Agreement) other Parity Lien Debt and other Priority Lien
    Obligations, in each case to the extent permitted to be incurred
    under Sections 4.09 and 4.12 of this Indenture or as
    otherwise permitted by the Intercreditor Agreement.



 



    Section  10.02  Equal
    and Ratable Sharing of Collateral by Holders of Parity Lien
    Debt.



 



    Notwithstanding: (i) anything to the contrary contained in
    the Security Documents; (ii) the time of incurrence of any
    series of Parity Lien Debt; (iii) the order or method of
    attachment or perfection of any Liens securing any series of
    Parity Lien Debt; (iv) the time or order of filing or
    recording of financing statements, mortgages or other documents
    filed or recorded to perfect any Lien upon any Collateral;
    (v) the time of taking possession or control over any
    Collateral; (vi) that any Parity Lien may not have been
    perfected or may be or have become subordinated, by equitable
    subordination or otherwise, to any other Lien; or (vii) the
    rules for determining priority under any law governing relative
    priorities of Liens:



 



    (a) all Parity Liens granted at any time by the Issuer or
    any other Pledgor will secure, equally and ratably, all present
    and future Parity Lien Debt; and



 



    (b) all proceeds of all Parity Liens granted at any time by
    the Issuer or any other Pledgor will be allocated and
    distributed equally and ratably on account of the Parity Lien
    Debt.



 



    This Section 10.02 is intended for the benefit of, and will
    be enforceable as a third party beneficiary by, each present and
    future holder of Parity Lien Debt, each present and future
    Parity Lien Representative and the Note Collateral Agent as
    holder of Parity Liens.




    

    75








 






    Section  10.03  Ranking
    of Parity Liens.



 



    Notwithstanding: (i) anything to the contrary contained in
    the Security Documents; (ii) the time of incurrence of any
    Secured Indebtedness; (iii) the order or method of
    attachment or perfection of any Liens securing Secured
    Indebtedness; (iv) the time or order of filing or recording
    of financing statements, mortgages or other documents filed or
    recorded to perfect any Lien upon any Collateral; (v) the
    time of taking possession or control over any Collateral;
    (vi) that any Lien securing Priority Lien Obligations may
    not have been perfected or may be or have become subordinated,
    by equitable subordination or otherwise, to any other Lien; or
    (vii) the rules for determining priority under any law
    governing relative priorities of Liens, all Parity Liens at any
    time granted by the Issuer or any other Pledgor will be subject
    and subordinate to all Liens securing Priority Lien Obligations.



 



    This Section 10.03 is intended for the benefit of, and will
    be enforceable as a third party beneficiary by, each present and
    future holder of Priority Lien Obligations, each present and
    future Representative for holders of Priority Lien Obligations
    and the Bank Collateral Agent as holder of the Liens securing
    the Priority Lien Obligations. No other Person will be entitled
    to rely on, have the benefit of or enforce those provisions.



 



    In addition, this Section 10.03 is intended solely to set
    forth the relative ranking, as Liens, of the Liens securing
    Parity Lien Debt as against the Liens securing Priority Lien
    Obligations. Neither the Notes, nor any other Parity Lien Debt
    nor the exercise or enforcement of any right or remedy for the
    payment or collection thereof are intended to be, or will ever
    be, by reason of this Section 10.03, in any respect
    subordinated, deferred, postponed, restricted or prejudiced (it
    being understood that the forgoing shall not be construed to
    limit any rights of the Bank Collateral Agent or any other
    holder of Priority Lien Obligations arising under the
    Intercreditor Agreement or Article 11 or 13 of this
    Indenture).



 



    Section  10.04  Relative
    Rights.



 



    Nothing in this Indenture, the Notes or the Security Documents
    will:



 



    (a) impair, as between the Issuer and the Holders of the
    Notes, the obligation of the Issuer to pay principal of, premium
    and interest, if any, on the Notes in accordance with their
    terms or any other obligation of the Issuer or any other Pledgor;



 



    (b) affect the relative rights of Holders of Notes as
    against any other creditors of the Issuer or any other Pledgor
    (other than (i) holders of Liens securing Priority Lien
    Obligations, Permitted Prior Liens or other Parity Liens and
    (ii) as provided in Articles 11 and 13 of this
    Indenture); or



 



    (c) restrict or prevent any Holder of Notes or any other
    Parity Lien Debt, the Notes Collateral Agent or any Parity Lien
    Representative from taking any lawful action in an insolvency or
    liquidation proceeding not specifically restricted or prohibited
    by the Intercreditor Agreement or Articles 11 and 13 of
    this Indenture.



 



    Section  10.05  Perfection;
    Insurance.



 



    (a) The Issuer and each of the other Pledgors will do or
    cause to be done all acts and things that may be required to
    assure and confirm that the Notes Collateral Agent holds, for
    the benefit of the Holders and the holders of Parity Lien Debt,
    duly created and enforceable and perfected Liens upon the
    Collateral (including any property or assets that are acquired
    or otherwise become Collateral after the Notes are issued), in
    each case, as contemplated by, and with the Lien priority
    required under, (i) the Indenture, the Notes, the Security
    Documents and the Intercreditor Agreement and (ii) the
    indenture, credit agreement or other agreement governing each
    other series of Parity Lien Debt, the Security Documents (other
    than any Security Documents that do not secure Parity Lien Debt)
    and the Intercreditor Agreement (collectively, the
    “Parity Lien Documents”).



 



    Upon the reasonable request of the Notes Collateral Agent or any
    Parity Lien Representative at any time and from time to time,
    the Issuer and each of the other Pledgors will, at their sole
    expense, promptly execute, acknowledge and deliver such Security
    Documents, the Intercreditor Agreement, instruments,
    certificates, notices and other documents, and, at their sole
    expense, take such other actions as will be reasonably required,
    or that the Notes Collateral Agent may reasonably request, to
    create, perfect, protect, assure or enforce the Liens and
    benefits intended to be conferred, in each case as contemplated
    by the Parity Lien Documents for the benefit of the holders of
    Parity Lien Debt.




    

    76








 






    If the Issuer or any of the Pledgors fail to do as provided in
    this Section 10.05(a), the Trustee is hereby irrevocably
    authorized and empowered, with full power of substitution, to
    execute, acknowledge and deliver such Security Documents, the
    Intercreditor Agreement, instruments, certificates, notices and
    other documents and, subject to the provisions of the Security
    Documents and the Intercreditor Agreement, take such other
    actions in the name, place and stead of the Issuer, Holdings or
    such Guarantor.



 



    (b) The Issuer and the other Pledgors will:



 



    (i) maintain with financially sound and reputable insurance
    companies, insurance with respect to their properties and
    business against loss or damage of the kinds customarily insured
    against by Persons engaged in the same or similar business, of
    such types and in such amounts (after giving effect to any
    self-insurance reasonable and customary for similarly situated
    Persons engaged in the same or similar businesses as the
    Borrower and the Restricted Subsidiaries) as are customarily
    carried under similar circumstances by such other Persons.



 



    (ii) maintain such other insurance as may be required by
    law; and



 



    (iii) maintain such other insurance as may be required by
    the Security Documents.



 



    (c) Upon the request of the Notes Collateral Agent during
    the continuance of an Event of Default, the Issuer and the other
    Pledgors will furnish to the Notes Collateral Agent full
    information as to their property and liability insurance
    carriers. Unless otherwise provided in the Intercreditor
    Agreement, the Issuer will cause the Holders and the holders of
    Parity Lien Debt, as a class, to be named as additional
    insureds, with a waiver of subrogation, on all insurance
    policies of the Issuer and the other Pledgors and the Notes
    Collateral Agent to be named as loss payee, with
    30 days’ notice of cancellation or material change
    (except 10 days in case of non-payment), on all property
    and casualty insurance policies of the Issuer and the other
    Pledgors.



 



    Section 10.06  Release
    of Collateral.



 



    (a) Subject to subsections (b) and (c) of this
    Section 10.06, Collateral may be released from the Lien and
    security interest created by the Security Documents at any time
    or from time to time in accordance with the provisions of the
    Security Documents, the Intercreditor Agreement or as otherwise
    provided hereby. Upon the request of the Issuer pursuant to an
    Officer’s Certificate and Opinion of Counsel stating that
    all conditions precedent hereunder have been met, the Issuer,
    Holdings and the Subsidiary Guarantors will be entitled to a
    release of property and assets included in the Collateral from
    the Liens securing the Notes, and the Trustee shall release, or
    instruct the Notes Collateral Agent to release, as applicable,
    the same from such Liens at the Issuer’s sole cost and
    expense, under one or more of the following circumstances
    (whether prior to or after the discharge of the Priority Lien
    Obligations):



 



    (i) to enable the Issuer or any of its Subsidiaries to
    consummate the disposition of such property or assets to the
    extent not prohibited under Section 4.10;



 



    (ii) if a Guarantor is released from a Guarantee with
    respect to the Notes, the release of the property and assets of
    such Guarantor; or



 



    (iii) pursuant to an amendment or waiver in accordance with
    Article 9 of this Indenture.



 



    In addition, the Lien on the Collateral securing the Notes will
    terminate and be released automatically (and without regard to
    the requirements described in the preceding sentence) if the
    Liens on the Collateral securing Priority Lien Obligations are
    released by the Bank Collateral Agent (unless, at the time of
    such release of such first-priority Liens, a Default shall have
    occurred and be continuing under this Indenture), except if any
    such release is the result of payment in full and termination of
    the Priority Lien Obligations; provided, however, that if
    there is reinstated a lien securing any Priority Lien
    Obligations on any such Collateral, then the lien securing the
    Notes with regard to such Collateral will also be deemed
    reinstated on a second-priority basis in favor of the Trustee or
    the Notes Collateral Agent. Notwithstanding the existence of a
    Default, the Lien on the Collateral securing the Notes shall
    also terminate and be released automatically to the extent the
    Liens on the Collateral securing Priority Lien Obligations are
    released by the Bank Collateral Agent in connection with a sale,
    transfer or disposition of Collateral that is either
    (1) not prohibited under this Indenture or (2) occurs
    in connection with the foreclosure of, or other




    

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    exercise of remedies with respect to, such Collateral by the
    Bank Collateral Agent (a “Foreclosure
    Release”), in either case except with respect to any
    proceeds of such sale, transfer or disposition that remain after
    satisfaction in full in cash of the Priority Lien Obligations.
    The Liens on the Collateral securing the Notes that otherwise
    would have been released pursuant to the first sentence of this
    paragraph will be released when such Default and all other
    Defaults under this Indenture cease to exist.



 



    The security interests in all Collateral securing the Notes also
    will be released upon (1) payment in full of the principal
    of, together with accrued and unpaid interest on, the Notes and
    all other Obligations hereunder, the Guarantees and the Security
    Documents that are due and payable at or prior to the time such
    principal, together with accrued and unpaid interest, are paid
    or (2) a legal defeasance or covenant defeasance pursuant
    to Article 8 of this Indenture or a discharge of this
    Indenture pursuant to Article 14.



 



    Upon receipt of an Officer’s Certificate and an Opinion of
    Counsel stating that all conditions precedent under this
    Indenture and the Security Documents, if any, to such release
    have been met and any necessary or proper instruments of
    termination, discharge, satisfaction or release prepared by the
    Issuer, the Notes Collateral Agent shall execute, deliver or
    acknowledge (at the Issuer’s expense) such instruments or
    releases to evidence the release of any Collateral permitted to
    be released pursuant to this Indenture, the Security Documents
    or the Intercreditor Agreement. Notwithstanding the foregoing,
    the Notes Collateral Agent may execute, deliver and acknowledge
    any such acknowledgement or release without previously receiving
    an Officer’s Certificate or an Opinion of Counsel in
    connection with a Foreclosure Release.



 



    (b) At any time when a Default has occurred and is
    continuing and the maturity of the Notes has been accelerated
    (whether by declaration or otherwise) and the Trustee (if not
    then the Notes Collateral Agent) has delivered a notice of
    acceleration to the Notes Collateral Agent, no release of
    Collateral pursuant to the provisions of this Indenture or the
    Security Documents will be effective as against the Holders,
    except as otherwise provided in the Intercreditor Agreement or
    as otherwise contemplated under this Indenture.



 



    Section 10.07  Permitted
    Releases Not To Impair Lien.



 



    The release of any Collateral from the terms hereof and of the
    Security Documents or the release of, in whole or in part, the
    Liens created by the Security Documents, will not be deemed to
    impair the security under this Indenture in contravention of the
    provisions hereof if and to the extent the Collateral or Liens
    are released pursuant to the applicable Security Documents, the
    Intercreditor Agreement or the terms of this Article 10.
    The Trustee and each of the Holders acknowledge that a release
    of Collateral or a Lien strictly in accordance with the terms of
    the Security Documents, the Intercreditor Agreement or this
    Article 10 will not be deemed for any purpose to be in
    contravention of the terms of this Indenture.



 



    Section 10.08  Certificates
    of the Trustee.



 



    In the event that the Issuer wishes to release Collateral in
    accordance with this Indenture, the Intercreditor Agreement or
    the Security Documents at a time when the Trustee is not itself
    also the Notes Collateral Agent and the Issuer has delivered the
    certificates and documents required by the Security Documents,
    the Trustee will deliver a certificate to the Notes Collateral
    Agent confirming such delivery. The Trustee, however, shall have
    no duty to confirm the legality or validity of such documents,
    its sole duty being to confirm the delivery of such documents
    which, on their face, conform to the requirements of this
    Indenture.



 



    Section 10.09  Suits
    To Protect the Collateral.



 



    Subject to the provisions of Article 7 hereof and the
    Intercreditor Agreement, the Trustee in its sole discretion and
    without the consent of the Holders, on behalf of the Holders,
    may or may direct the Notes Collateral Agent to take all actions
    it deems necessary or appropriate in order to:



 



    (a) enforce any of the terms of the Security
    Documents; and



 



    (b) collect and receive any and all amounts payable in
    respect of the Secured Obligations of the Issuer, Holdings and
    each Guarantor under this Indenture and the Security Documents.



 



    Subject to the provisions of the Security Documents, the
    Intercreditor Agreement and Articles 11 and 13 of this
    Indenture, the Trustee shall have power to institute and to
    maintain such suits and proceedings as it may deem




    

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    expedient to prevent any impairment of the Collateral by any
    acts which may be unlawful or in violation of any of the
    Security Documents or this Indenture, and such suits and
    proceedings as the Trustee, in its sole discretion, may deem
    expedient to preserve or protect its interests and the interests
    of the Holders in the Collateral (including power to institute
    and maintain suits or proceedings to restrain the enforcement of
    or compliance with any legislative or other governmental
    enactment, rule or order that may be unconstitutional or
    otherwise invalid if the enforcement of, or compliance with,
    such enactment, rule or order would impair the Lien on the
    Collateral or be prejudicial to the interests of the Holders or
    the Trustee).



 



    Section 10.10  Authorization
    of Receipt of Funds by the Trustee Under the Security
    Documents.



 



    Subject to the provisions of the Intercreditor Agreement and
    Articles 11 and 13 of this Indenture, the Trustee is
    authorized to receive any funds for the benefit of the Holders
    distributed under the Security Documents, and to make further
    distributions of such funds to the Holders according to the
    provisions of this Indenture.



 



    Section 10.11  Powers
    Exercisable by Receiver or Trustee.



 



    In case the Collateral shall be in the possession of a receiver
    or trustee, lawfully appointed, the powers conferred in this
    Article 10 upon the Issuer, Holdings or any Guarantor with
    respect to the release, sale or other disposition of such
    property may be exercised by such receiver or trustee, and an
    instrument signed by such receiver or trustee shall be deemed
    the equivalent of any similar instrument of the Issuer, Holdings
    or any Guarantor or of any officer or officers thereof required
    by the provisions of this Article 10; and if the Trustee
    shall be in the possession of the Collateral under any provision
    of this Indenture (including in its capacity as the Notes
    Collateral Agent), then such powers may be exercised by the
    Trustee.



 



    Section 10.12  Release
    upon Termination of the Company’s Obligations.



 



    In the event that the Issuer delivers to the Trustee an
    Officer’s Certificate certifying that all the obligations
    under this Indenture, the Notes and the Security Documents have
    been satisfied and discharged by complying with the provisions
    of Article 8 and Section 7.07 or by payment in full of
    the principal of, together with accrued and unpaid interest on,
    the Notes and all other Obligations under this Indenture, the
    Guarantees under this Indenture and the Security Documents that
    are due and payable at or prior to the time such principal,
    together with accrued and unpaid interest, are paid, and all
    such obligations have been so satisfied and discharged, the
    Trustee shall deliver to the Issuer and the Notes Collateral
    Agent a notice stating that the Trustee, on behalf of the
    Holders, disclaims and gives up any and all rights it has in or
    to the Collateral (other than with respect to funds held by the
    Trustee pursuant to Article 8), and any rights it has under
    the Security Documents, and upon receipt by the Notes Collateral
    Agent of such notice, the Notes Collateral Agent shall be deemed
    not to hold a Lien in the Collateral on behalf of the Trustee
    and shall do or cause to be done all acts reasonably necessary
    to release such Lien as soon as is reasonably practicable.



 



    Section 10.13  Notes
    Collateral Agent.



 



    (a) The Trustee shall initially act as Notes Collateral
    Agent and shall be authorized to appoint co-Notes Collateral
    Agents as necessary in its sole discretion. In the event the
    Trustee and the Notes Collateral Agent shall at any time not be
    the same Person, the Notes Collateral Agent shall take such
    actions under the Security Documents as are requested by the
    Trustee and as are not inconsistent with or contrary to the
    provisions of any Security Document. Except as otherwise
    explicitly provided herein or in the Security Documents, neither
    the Notes Collateral Agent nor any of its respective officers,
    directors, employees or agents shall be liable for failure to
    demand, collect or realize upon any of the Collateral or for any
    delay in doing so or shall be under any obligation to sell or
    otherwise dispose of any Collateral upon the request of any
    other Person or to take any other action whatsoever with regard
    to the Collateral or any part thereof. The Notes Collateral
    Agent shall be accountable only for amounts that it actually
    receives as a result of the exercise of such powers, and neither
    the Notes Collateral Agent nor any of its officers, directors,
    employees or agents shall be responsible for any act or failure
    to act hereunder, except for its own willful misconduct,
    negligence or bad faith.



 



    (b) The Trustee, as Notes Collateral Agent, is authorized
    and directed to (i) enter into the Security Documents and
    the Intercreditor Agreement, (ii) bind the Holders on the
    terms as set forth in the Security Documents and the




    

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    Intercreditor Agreement and (iii) perform and observe its
    obligations under the Security Documents and the Intercreditor
    Agreement.



 



    (c) If the Issuer, Holdings or any Guarantor
    (i) incurs Priority Lien Obligations at any time when no
    Intercreditor Agreement is in effect or at any time when
    Indebtedness constituting Priority Lien Obligations entitled to
    the benefit of any existing Intercreditor Agreement is
    concurrently retired, and (ii) delivers to the Notes
    Collateral Agent an Officer’s Certificate and Opinion of
    Counsel so stating and requesting the Notes Collateral Agent to
    enter into an intercreditor agreement (on substantially the same
    terms as the Intercreditor Agreement) in favor of a designated
    agent or representative for the holders of the Priority Lien
    Obligations so incurred, the Notes Collateral Agent shall (and
    is hereby authorized and directed to) enter into such
    intercreditor agreement, bind the Holders on the terms set forth
    therein and perform and observe its obligations thereunder.



 



    Section 10.14  Designations.



 



    For purposes of the provisions hereof and the Intercreditor
    Agreement requiring the Issuer to designate Indebtedness for the
    purposes of the term “Parity Lien Debt” or any
    other such designations hereunder or under the Intercreditor
    Agreement, any such designation shall be sufficient if the
    relevant designation is set forth in an Officer’s
    Certificate and delivered to the Trustee, the Notes Collateral
    Agent and the Bank Collateral Agent.



 



    Section 10.15  Intercreditor
    Agreement Governs.



 



    In connection with the issuance of the Notes, the Issuer, the
    Guarantors, the Trustee, the Notes Collateral Agent and the Bank
    Collateral Agent shall enter into an Intercreditor Agreement,
    substantially in the form of Exhibit E hereto, which
    shall provide, among other things, that:



 



    (a) the Bank Collateral Agent may determine the time and
    method by which the security interests in the Collateral will be
    enforced;



 



    (b) all Liens securing the Priority Lien Obligations shall
    be and remain senior in right, priority, operation, effect and
    all other respects to all Liens held by the Holders of the
    Notes; and



 



    (c) the amount of Priority Lien Obligations may be
    increased, extended, renewed, replaced, restated, supplemented,
    restructured, repaid, refunded, refinanced or otherwise amended
    or modified from time to time, all without affecting the
    subordination of the Liens held by the holders of the Notes.



 



    In addition, the Intercreditor Agreement shall contain payment
    subordination provisions consistent with the provisions of
    Article 11 hereof.



 



    Each Holder, by its acceptance of a Note, (x) consents to
    the subordination of Liens provided for in the Intercreditor
    Agreement, (y) agrees that it will be bound by and will
    take no actions contrary to the provisions of the Intercreditor
    Agreement and (z) authorizes and instructs the Trustee to
    enter into the Intercreditor Agreement as Trustee and on behalf
    of such Holder.



 



    In the event of any conflict between the terms of this
    Article 10 and the terms of the Intercreditor Agreement,
    the terms of the Intercreditor Agreement shall govern. In
    addition, nothing in this Article 10 shall (or shall be
    construed to) limit or modify in any manner the subordination
    provisions contained in Articles 11 and 13 of this
    Indenture.



 




    ARTICLE 11

    



 




    SUBORDINATION
    



 



    Section 11.01  Agreement
    To Subordinate.



 



    The Issuer agrees, and each Holder by accepting a Note agrees,
    that the payment of all Obligations owing in respect of the
    Notes is subordinated in right of payment, to the extent and in
    the manner provided in this Article 11, to the prior
    payment in full in cash of all existing and future Senior
    Indebtedness of the Issuer and that the subordination is for the
    benefit of and enforceable by the holders of such Senior
    Indebtedness. The Notes shall in all respects rank pari passu
    in right of payment with all existing and future Senior
    Subordinated Indebtedness of the




    

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    Issuer and will be senior in right of payment to all existing
    and future Subordinated Indebtedness of the Issuer; and only
    Indebtedness of the Issuer that is Senior Indebtedness shall
    rank senior to the Notes in accordance with the provisions set
    forth herein. All provisions of this Article 11 shall be
    subject to Section 11.12.



 



    Section 11.02  Liquidation,
    Dissolution, Bankruptcy.



 



    Upon any payment or distribution of the assets of the Issuer to
    creditors upon a total or partial liquidation or a total or
    partial dissolution of the Issuer or in a reorganization of or
    similar proceeding relating to the Issuer or its property:



 



    (a) the holders of Senior Indebtedness of the Issuer shall
    be entitled to receive payment in full in cash of such Senior
    Indebtedness before Holders shall be entitled to receive any
    payment or distribution of any kind or character with respect to
    any Obligations on, or relating to, the Notes; and



 



    (b) until the Senior Indebtedness of the Issuer is paid in
    full in cash, any payment or distribution to which Holders would
    be entitled but for the subordination provisions of this
    Indenture shall be made to holders of such Senior Indebtedness
    as their interests may appear, except that Holders may receive
    Permitted Junior Securities.



 



    To the extent any payment of Senior Indebtedness of the Issuer
    (whether by or on behalf of the Issuer, as proceeds of security
    or enforcement of any right of setoff or otherwise) is declared
    to be fraudulent or preferential, set aside or required to be
    paid to any receiver, trustee in bankruptcy, liquidating
    trustee, agent or other similar Person under any bankruptcy,
    insolvency, receivership, fraudulent conveyance or similar law,
    then, if such payment is recovered by, or paid over to, such
    receiver, trustee in bankruptcy, liquidating trustee, agent or
    similar Person, the Senior Indebtedness of the Issuer or part
    thereof originally intended to be satisfied shall be deemed to
    be reinstated and outstanding as if such payment had not
    occurred. It is further agreed that any diminution (whether
    pursuant to court decree or otherwise, including without
    limitation for any of the reasons described in the preceding
    sentence) of the Issuer’s obligation to make any
    distribution or payment pursuant to any Senior Indebtedness of
    the Issuer, except to the extent such diminution occurs by
    reason of the repayment (which has not been disgorged or
    returned) of such Senior Indebtedness of the Issuer in cash,
    shall have no force or effect for purposes of the subordination
    provisions contained in Article 11, with any turnover of
    payments as otherwise calculated pursuant to this
    Article 11 to be made as if no such diminution had
    occurred. The Issuer shall promptly give written notice to the
    Trustee of any such dissolution,
    winding-up,
    liquidation, or reorganization of the Issuer; provided,
    that any delay or failure to give such notice shall have no
    effect on the subordination provisions contained herein.



 



    Section 11.03  Default
    on Senior Indebtedness of the Issuer.



 



    Neither the Issuer nor any Guarantor shall pay principal of,
    premium, if any, or interest on the Notes (or pay any other
    Obligations relating to the Notes, fees, costs, expenses,
    indemnities and rescission or damage claims) or make any deposit
    pursuant to Article 8 or Article 14 hereof and may not
    purchase, redeem or otherwise retire or acquire for cash or
    property any Notes (collectively, “pay the
    Notes”) (except in the form of Permitted Junior
    Securities) if either of the following occurs (a
    “Payment Default”):



 



    (a) any Obligation on any Designated Senior Indebtedness of
    the Issuer is not paid in full in cash when due; or



 



    (b) any other default on Designated Senior Indebtedness of
    the Issuer occurs and the maturity of such Designated Senior
    Indebtedness is accelerated in accordance with its terms;



 



    unless, in either case, the Payment Default has been cured or
    waived and any such acceleration has been rescinded or such
    Designated Senior Indebtedness has been paid in full in cash;
    provided, however, that the Issuer shall be entitled to
    pay the Notes without regard to the foregoing if the Issuer and
    the Trustee receive written notice approving such payment from
    the Representatives of all Designated Senior Indebtedness with
    respect to which the Payment Default has occurred and is
    continuing.



 



    During the continuance of any default (other than a Payment
    Default) (a “Non-Payment Default”) with respect
    to any Designated Senior Indebtedness of the Issuer pursuant to
    which the maturity thereof may be accelerated without further
    notice (except such notice as may be required to effect such
    acceleration) or the expiration of any




    

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    applicable grace periods, the Issuer shall not pay the Notes
    (except in the form of Permitted Junior Securities) for a period
    (a “Payment Blockage Period”) commencing upon
    the receipt by the Trustee (with a copy to the Issuer) of
    written notice (a “Blockage Notice”) of such
    Non-Payment Default from the Representative of such Designated
    Senior Indebtedness specifying an election to effect a Payment
    Blockage Period and ending 179 days thereafter. So long as
    there shall remain outstanding any Senior Indebtedness under the
    Senior Credit Facilities, a Blockage Notice may be given only by
    the applicable Representative. The Payment Blockage Period shall
    end earlier if such Payment Blockage Period is terminated
    (i) by written notice to the Trustee and the Issuer from
    the Person or Persons who gave such Blockage Notice;
    (ii) because the default giving rise to such Blockage
    Notice is cured, waived or otherwise no longer continuing; or
    (iii) because such Designated Senior Indebtedness has been
    discharged or repaid in full in cash.



 



    Notwithstanding the provisions described in the immediately
    preceding two sentences (but subject to the provisions contained
    in the first sentence of this Section 11.03 and
    Section 11.02 hereof), unless the holders of such
    Designated Senior Indebtedness or the Representative of such
    Designated Senior Indebtedness shall have accelerated the
    maturity of such Designated Senior Indebtedness or a Payment
    Default has occurred and is continuing, the Issuer shall be
    entitled to resume paying the Notes after the end of such
    Payment Blockage Period. The Notes shall not be subject to more
    than one Payment Blockage Period in any consecutive
    360-day
    period irrespective of the number of Non-Payment Defaults with
    respect to Designated Senior Indebtedness of the Issuer during
    such period. However, in no event shall the total number of days
    during which any Payment Blockage Period or Periods on the Notes
    is in effect exceed 179 days in the aggregate during any
    consecutive
    360-day
    period, and there must be at least 181 days during any
    consecutive
    360-day
    period during which no Payment Blockage Period is in effect.
    Notwithstanding the foregoing, however, no Non-Payment Default
    that existed or was continuing on the date of the commencement
    of any Payment Blockage Period shall be, or be made, the basis
    for the commencement of a subsequent Blockage Notice unless such
    default shall have been waived for a period of not less than 90
    consecutive days (it being acknowledged that any subsequent
    action, or any breach of any financial covenants during such
    initial Payment Blockage Period, that, in either case, would
    give rise to a Non-Payment Default pursuant to any provisions
    under which a Non-Payment Default previously existed or was
    continuing shall constitute a new Non-Payment Default for this
    purpose).



 



    Section 11.04  Acceleration
    of Payment of Notes.



 



    If payment of the Notes is accelerated because of an Event of
    Default, the Issuer shall promptly notify the holders of the
    Designated Senior Indebtedness of the Issuer or the
    Representative of such Designated Senior Indebtedness of the
    acceleration; provided, that any failure to give such
    notice shall have no effect whatsoever on the provisions of this
    Article 11. So long as there shall remain outstanding any
    Senior Indebtedness under the Senior Credit Facilities, a
    Blockage Notice may be given only by the Representative
    thereunder. If any Designated Senior Indebtedness of the Issuer
    is outstanding, the Issuer may not pay the Notes until five
    Business Days after the Representatives of all the holders of
    such Designated Senior Indebtedness receive notice of such
    acceleration and, thereafter, may pay the Notes only if this
    Indenture otherwise permits payment at that time.



 



    Section 11.05  When
    Distribution Must Be Paid Over.



 



    If a distribution is made to Holders that, due to the
    subordination provisions, should not have been made to them,
    such Holders are required to hold it in trust for the holders of
    Senior Indebtedness of the Issuer and pay it over to their
    Representative, if any.



 



    Section 11.06  Subrogation.



 



    After all Senior Indebtedness of the Issuer is paid in full in
    cash and until the Notes are paid in full, Holders shall be
    subrogated to the rights of holders of such Senior Indebtedness
    to receive distributions applicable to such Senior Indebtedness.
    A distribution made under this Article 11 to holders of
    such Senior Indebtedness which otherwise would have been made to
    Holders is not, as between the Issuer and Holders, a payment by
    the Issuer on such Senior Indebtedness.




    

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    Section 11.07  Relative
    Rights.



 



    This Article 11 defines the relative rights of Holders and
    holders of Senior Indebtedness of the Issuer. Nothing in this
    Indenture shall:



 



    (a) impair, as between the Issuer and Holders, the
    obligation of the Issuer, which is absolute and unconditional,
    to pay principal of and interest on the Notes in accordance with
    their terms;



 



    (b) prevent the Trustee or any Holder from exercising its
    available remedies upon a Default, subject to the rights of
    holders of Senior Indebtedness of the Issuer to receive payments
    or distributions otherwise payable to Holders and such other
    rights of such holders of Senior Indebtedness as set forth
    herein; or



 



    (c) affect the relative rights of Holders and creditors of
    the Issuer other than their rights in relation to holders of
    Senior Indebtedness.



 



    Section 11.08  Subordination
    May Not Be Impaired by Issuer.



 



    No right of any holder of Senior Indebtedness of the Issuer to
    enforce the subordination of the Indebtedness evidenced by the
    Notes shall be impaired by any act or failure to act by the
    Issuer or by its failure to comply with this Indenture.



 



    Section 11.09  Rights
    of Trustee and Paying Agent.



 



    Notwithstanding Section 11.03 hereof, the Trustee or any
    Paying Agent may continue to make payments on the Notes and
    shall not be charged with knowledge of the existence of facts
    that would prohibit the making of any payments unless a
    Responsible Officer of the Trustee receives written notice
    satisfactory to him that payments may not be made under this
    Article 11; provided, that notwithstanding the
    foregoing, the subordination of the Obligations under the Notes
    to Senior Indebtedness of the Issuer shall not be affected and
    the Holders receiving any payments in contravention of
    Section 11.02
    and/or 11.03
    (and such respective payments) shall otherwise be subject to the
    provisions of this Article 11. The Issuer, the Registrar,
    the Paying Agent, a Representative or a holder of Senior
    Indebtedness of the Issuer shall be entitled to give the notice;
    provided, however, that, if an issue of Senior
    Indebtedness of the Issuer has a Representative, only the
    Representative shall be entitled to give the notice.



 



    The Trustee in its individual or any other capacity shall be
    entitled to hold Senior Indebtedness of the Issuer with the same
    rights it would have if it were not Trustee. The Registrar and
    the Paying Agent shall be entitled to do the same with like
    rights. The Trustee shall be entitled to all the rights set
    forth in this Article 11 with respect to any Senior
    Indebtedness of the Issuer which may at any time be held by it,
    to the same extent as any other holder of such Senior
    Indebtedness; and nothing in Article 7 shall deprive the
    Trustee of any of its rights as such holder. Nothing in this
    Article 11 shall apply to claims of, or payments to, the
    Trustee under or pursuant to Section 7.07 hereof or any
    other Section of this Indenture.



 



    Section 11.10  Distribution
    or Notice to Representative.



 



    Whenever a distribution is to be made or a notice given to
    holders of Senior Indebtedness of the Issuer, the distribution
    may be made and the notice given to their Representative (if
    any).



 



    Section 11.11  Article 11
    Not To Prevent Events of Default or Limit Right To
    Accelerate.



 



    The failure to make a payment pursuant to the Notes by reason of
    any provision in this Article 11 shall not be construed as
    preventing the occurrence of a Default. Nothing in this
    Article 11 shall have any effect on the right of the
    Holders or the Trustee to accelerate the maturity of the Notes.



 



    Section 11.12  Trust Moneys
    Not Subordinated.



 



    Notwithstanding anything contained herein to the contrary,
    payments from money or the proceeds of Government Securities
    held in trust by the Trustee for the payment of principal of and
    interest on the Notes pursuant to Article 8 or
    Article 14 hereof shall not be subordinated to the prior
    payment of any Senior Indebtedness of the Issuer or subject to
    the restrictions set forth in this Article 11, and none of
    the Holders shall be obligated to pay over any such amount to
    the Issuer or any holder of Senior Indebtedness of the Issuer or
    any other creditor of the Issuer, provided, that the
    subordination provisions of this Article 11 were not
    violated at the time the applicable




    

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    amounts were deposited in trust pursuant to Article 8 or
    Article 14 hereof and the respective deposit in the trust
    was otherwise made in accordance with Article 8 or
    Article 14 hereof, as the case may be.



 



    Section 11.13  Trustee
    Entitled To Rely.



 



    Upon any payment or distribution pursuant to this
    Article 11, the Trustee and the Holders shall be entitled
    to rely (a) upon any order or decree of a court of
    competent jurisdiction in which any proceedings of the nature
    referred to in Section 11.02 hereof are pending,
    (b) upon a certificate of the liquidating trustee or agent
    or other Person making such payment or distribution to the
    Trustee or to the Holders or (c) upon the Representatives
    of Senior Indebtedness of the Issuer for the purpose of
    ascertaining the Persons entitled to participate in such payment
    or distribution, the holders of such Senior Indebtedness and
    other Indebtedness of the Issuer, the amount thereof or payable
    thereon, the amount or amounts paid or distributed thereon and
    all other facts pertinent thereto or to this Article 11. In
    the event that the Trustee determines, in good faith, that
    evidence is required with respect to the right of any Person as
    a holder of Senior Indebtedness of the Issuer to participate in
    any payment or distribution pursuant to this Article 11,
    the Trustee shall be entitled to request such Person to furnish
    evidence to the reasonable satisfaction of the Trustee as to the
    amount of such Senior Indebtedness held by such Person, the
    extent to which such Person is entitled to participate in such
    payment or distribution and other facts pertinent to the rights
    of such Person under this Article 11, and, if such evidence
    is not furnished, the Trustee shall be entitled to defer any
    payment to such Person pending judicial determination as to the
    right of such Person to receive such payment. The provisions of
    Sections 7.01 and 7.02 hereof shall be applicable to all
    actions or omissions of actions by the Trustee pursuant to this
    Article 11.



 



    Section 11.14  Trustee
    To Effectuate Subordination.



 



    A Holder by its acceptance of a Note agrees to be bound by this
    Article 11 and authorizes and expressly directs the
    Trustee, on his behalf, to take such action as may be necessary
    or appropriate to effectuate the subordination between the
    Holders and the holders of Senior Indebtedness of the Issuer as
    provided in this Article 11 and appoints the Trustee as
    attorney-in-fact for any and all such purposes.



 



    If the Trustee does not file a Proper Proof of Claim in such
    proceeding prior to 15 days before the expiration of the
    time to file a Proof of Claim in such proceeding, then the
    holders of Designated Senior Indebtedness of the Issuer (or
    their Representative) are hereby authorized to have the right to
    file and are (or is) hereby authorized to file, in the name of
    the Trustee, a Proof of Claim for and on behalf of the Holders;
    provided, that (a) if the holders of the Designated
    Senior Indebtedness of the Issuer (or their Representative) file
    any Proof of Claim as contemplated above and the Trustee shall
    subsequently file a Proper Proof of Claim in such proceeding
    before the expiration of the time to file a Proof of Claim in
    such proceeding, such subsequent Proper Proof of Claim filed by
    the Trustee shall supersede any such Proof of Claim theretofore
    filed by the holders of the Designated Senior Indebtedness of
    the Issuer (or their Representative), and such Proof of Claim
    theretofore filed by the holders of the Designated Senior
    Indebtedness of the Issuer (or their Representative) shall
    thereupon deemed to be withdrawn, and (b) the foregoing
    provisions of this paragraph shall not be construed to authorize
    the holders of the Designated Senior Indebtedness (or their
    Representative) to authorize or consent to or accept or adopt on
    behalf of any Holder any plan of reorganization, arrangement,
    adjustment or composition affecting the Notes, or to authorize
    the holders of the Designated Senior Indebtedness (or their
    Representative) to vote in respect of the claim of any Holder in
    any such proceeding. This paragraph is intended solely to permit
    the holders of Designated Senior Indebtedness of the Issuer to
    preserve their “turnover right” pursuant to the
    applicable subordination provisions in this Article 11 in
    circumstances where a Proper Proof of Claim has not been filed
    by the Trustee before the expiration of the time to file a Proof
    of Claim in a bankruptcy proceeding, and nothing herein is
    intended to impair the rights of the Trustee under
    Section 6.13 and 7.07.



 



    Section 11.15  Trustee
    Not Fiduciary for Holders of Senior Indebtedness of the
    Issuer.



 



    The Trustee shall not be deemed to owe any fiduciary duty to the
    holders of Senior Indebtedness of the Issuer and shall not be
    liable to any such holders if it shall mistakenly pay over or
    distribute to Holders or the Issuer or any other Person, money
    or assets to which any holders of Senior Indebtedness of the
    Issuer shall be entitled by virtue of this Article 11 or
    otherwise.




    

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    Section 11.16  Reliance
    by Holders of Senior Indebtedness of the Issuer on Subordination
    Provisions.



 



    Each Holder by accepting a Note acknowledges and agrees that the
    foregoing subordination provisions are, and are intended to be,
    an inducement and a consideration to each holder of any Senior
    Indebtedness of the Issuer, whether such Senior Indebtedness was
    created or acquired before or after the issuance of the Notes,
    to acquire and continue to hold, or to continue to hold, such
    Senior Indebtedness and such holder of such Senior Indebtedness
    shall be deemed conclusively to have relied on such
    subordination provisions in acquiring and continuing to hold, or
    in continuing to hold, such Senior Indebtedness.



 



    Without in any way limiting the generality of the foregoing
    paragraph, the holders of Senior Indebtedness of the Issuer may,
    at any time and from time to time, without the consent of or
    notice to the Trustee or the Holders, without incurring
    responsibility to the Trustee or the Holders and without
    impairing or releasing the subordination provided in this
    Article 11 or the obligations hereunder of the Holders to
    the holders of the Senior Indebtedness of the Issuer, do any one
    or more of the following; (a) change the manner, place or
    terms of payment or extend the time of payment of, or renew or
    alter, Senior Indebtedness of the Issuer, or otherwise amend or
    supplement in any manner Senior Indebtedness of the Issuer, or
    any instrument evidencing the same or any agreement under which
    Senior Indebtedness of the Issuer is outstanding; (b) sell,
    exchange, release or otherwise deal with any property pledged,
    mortgaged or otherwise securing Senior Indebtedness of the
    Issuer; (c) release any Person liable in any manner for the
    payment or collection of Senior Indebtedness of the Issuer; and
    (d) exercise or refrain from exercising any rights against
    the Issuer and any other Person.



 




    ARTICLE 12

    



 




    GUARANTEES
    



 



    Section 12.01  Guarantee.



 



    Subject to this Article 12, from and after the consummation
    of the Transaction, each of the Guarantors hereby, jointly and
    severally, irrevocably and unconditionally guarantees, subject
    to Article 13, to each Holder of a Note authenticated and
    delivered by the Trustee and to the Trustee and its successors
    and assigns, irrespective of the validity and enforceability of
    this Indenture, the Notes or the obligations of the Issuer
    hereunder or thereunder, that: (a) the principal of,
    interest and premium, if any, on the Notes shall be promptly
    paid in full when due, whether at maturity, by acceleration,
    redemption or otherwise, and interest on the overdue principal
    of and interest on the Notes, if any, if lawful, and all other
    Obligations of the Issuer to the Holders or the Trustee
    hereunder or thereunder shall be promptly paid in full or
    performed, all in accordance with the terms hereof and thereof;
    and (b) in case of any extension of time of payment or
    renewal of any Notes or any of such other obligations, that same
    shall be promptly paid in full when due or performed in
    accordance with the terms of the extension or renewal, whether
    at stated maturity, by acceleration or otherwise. Failing
    payment when due of any amount so guaranteed or any performance
    so guaranteed for whatever reason, the Guarantors shall be
    jointly and severally obligated to pay the same immediately.
    Each Guarantor agrees that this is a guarantee of payment and
    not a guarantee of collection.



 



    The Guarantors hereby agree that their obligations hereunder
    shall be unconditional, irrespective of the validity, regularity
    or enforceability of the Notes or this Indenture, the absence of
    any action to enforce the same, any waiver or consent by any
    Holder of the Notes with respect to any provisions hereof or
    thereof, the recovery of any judgment against the Issuer, any
    action to enforce the same or any other circumstance which might
    otherwise constitute a legal or equitable discharge or defense
    of a guarantor. Each Guarantor hereby waives diligence,
    presentment, demand of payment, filing of claims with a court in
    the event of insolvency or bankruptcy of the Issuer, any right
    to require a proceeding first against the Issuer, protest,
    notice and all demands whatsoever and covenants that this
    Guarantee shall not be discharged except by complete performance
    of the obligations contained in the Notes and this Indenture.



 



    Each Guarantor also agrees to pay any and all costs and expenses
    (including reasonable attorneys’ fees) incurred by the
    Trustee or any Holder in enforcing any rights under this
    Section 12.01.



 



    If any Holder or the Trustee is required by any court or
    otherwise to return to the Issuer, the Guarantors or any
    custodian, trustee, liquidator or other similar official acting
    in relation to either the Issuer or the Guarantors, any




    

    85








 






    amount paid either to the Trustee or such Holder, this
    Guarantee, to the extent theretofore discharged, shall be
    reinstated in full force and effect.



 



    Each Guarantor agrees that it shall not be entitled to any right
    of subrogation in relation to the Holders in respect of any
    obligations guaranteed hereby until payment in full of all
    obligations guaranteed hereby. Each Guarantor further agrees
    that, as between the Guarantors, on the one hand, and the
    Holders and the Trustee, on the other hand, (x) the
    maturity of the obligations guaranteed hereby may be accelerated
    as provided in Article 6 hereof for the purposes of this
    Guarantee, notwithstanding any stay, injunction or other
    prohibition preventing such acceleration in respect of the
    obligations guaranteed hereby, and (y) in the event of any
    declaration of acceleration of such obligations as provided in
    Article 6 hereof, such obligations (whether or not due and
    payable) shall forthwith become due and payable by the
    Guarantors for the purpose of this Guarantee. The Guarantors
    shall have the right to seek contribution from any non-paying
    Guarantor so long as the exercise of such right does not impair
    the rights of the Holders under the Guarantees.



 



    Each Guarantee shall remain in full force and effect and
    continue to be effective should any petition be filed by or
    against the Issuer for liquidation, reorganization, should the
    Issuer become insolvent or make an assignment for the benefit of
    creditors or should a receiver or trustee be appointed for all
    or any significant part of the Issuer’s assets, and shall,
    to the fullest extent permitted by law, continue to be effective
    or be reinstated, as the case may be, if at any time payment and
    performance of the Notes are, pursuant to applicable law,
    rescinded or reduced in amount, or must otherwise be restored or
    returned by any obligee on the Notes or Guarantees, whether as a
    “voidable preference,” “fraudulent transfer”
    or otherwise, all as though such payment or performance had not
    been made. In the event that any payment or any part thereof, is
    rescinded, reduced, restored or returned, the Notes shall, to
    the fullest extent permitted by law, be reinstated and deemed
    reduced only by such amount paid and not so rescinded, reduced,
    restored or returned.



 



    In case any provision of any Guarantee shall be invalid, illegal
    or unenforceable, the validity, legality, and enforceability of
    the remaining provisions shall not in any way be affected or
    impaired thereby.



 



    The Guarantee issued by any Guarantor shall be a second-priority
    senior subordinated secured obligation of such Guarantor and
    shall be subordinated in right of payment to all existing and
    future Senior Indebtedness (including all Priority Lien
    Obligations) of such Guarantor, if any.



 



    Each payment to be made by a Guarantor in respect of its
    Guarantee shall be made without set-off, counterclaim, reduction
    or diminution of any kind or nature.



 



    The obligations of each Guarantor to the Holders and to the
    Trustee pursuant to the Guarantee of such Guarantor and this
    Indenture are expressly subordinate and subject in right of
    payment to the prior payment in full of all Senior Indebtedness
    of such Guarantor, to the extent and in the manner provided in
    Article 13.



 



    Section 12.02  Limitation
    on Guarantor Liability.



 



    Each Guarantor, and by its acceptance of Notes, each Holder,
    hereby confirms that it is the intention of all such parties
    that the Guarantee of such Guarantor not constitute a fraudulent
    transfer or conveyance for purposes of Bankruptcy Law, the
    Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
    Transfer Act or any similar federal or state law to the extent
    applicable to any Guarantee. To effectuate the foregoing
    intention, the Trustee, the Holders and the Guarantors hereby
    irrevocably agree that the obligations of each Guarantor shall
    be limited to the maximum amount as will, after giving effect to
    such maximum amount and all other contingent and fixed
    liabilities of such Guarantor (including, without limitation,
    all Senior Indebtedness of such Guarantor) that are relevant
    under such laws and after giving effect to any collections from,
    rights to receive contribution from or payments made by or on
    behalf of any other Guarantor in respect of the obligations of
    such other Guarantor under this Article 12, result in the
    obligations of such Guarantor under its Guarantee not
    constituting a fraudulent conveyance or fraudulent transfer
    under applicable law. Each Guarantor that makes a payment under
    its Guarantee shall be entitled upon payment in full of all
    guaranteed obligations under this Indenture to a contribution
    from each other Guarantor in an amount equal to such other
    Guarantor’s pro rata portion of such payment based on the
    respective net assets of all the Guarantors at the time of such
    payment determined in accordance with GAAP.




    

    86








 






    Section 12.03  Execution
    and Delivery.



 



    To evidence its Guarantee set forth in Section 12.01
    hereof, each Guarantor hereby agrees that this Indenture shall
    be executed on behalf of such Guarantor by its President, one of
    its Vice Presidents or one of its Assistant Vice Presidents.



 



    Each Guarantor hereby agrees that its Guarantee set forth in
    Section 12.01 hereof shall remain in full force and effect
    notwithstanding the absence of the endorsement of any notation
    of such Guarantee on the Notes.



 



    If an Officer whose signature is on this Indenture no longer
    holds that office at the time the Trustee authenticates the
    Note, the Guarantee shall be valid nevertheless.



 



    The delivery of any Note by the Trustee, after the
    authentication thereof hereunder, shall constitute due delivery
    of the Guarantee set forth in this Indenture on behalf of the
    Guarantors.



 



    If required by Section 4.15 hereof, the Issuer shall cause
    any newly created or acquired Restricted Subsidiary to comply
    with the provisions of Section 4.15 hereof and this
    Article 12, to the extent applicable.



 



    Section 12.04  Subrogation



 



    Each Guarantor shall be subrogated to all rights of Holders of
    Notes against the Issuer in respect of any amounts paid by any
    Guarantor pursuant to the provisions of Section 12.01
    hereof; provided, that no Guarantor shall be entitled to
    enforce or receive any payments arising out of, or based upon,
    such right of subrogation until all amounts then due and payable
    by the Issuer under this Indenture or the Notes shall have been
    paid in full.



 



    Section 12.05  Benefits
    Acknowledged.



 



    Each Guarantor acknowledges that it will receive direct and
    indirect benefits from the financing arrangements contemplated
    by this Indenture and that the guarantee and waivers made by it
    pursuant to its Guarantee are knowingly made in contemplation of
    such benefits.



 



    Section 12.06  Release
    of Guarantees.



 



    A Guarantee by a Guarantor shall be automatically and
    unconditionally released and discharged, and no further action
    by such Guarantor, the Issuer or the Trustee is required for the
    release of such Guarantor’s Guarantee, upon:



 



    (a) (i) any sale, exchange or transfer (by merger or
    otherwise) of the Capital Stock of such Guarantor (including any
    sale, exchange or transfer), after which the applicable
    Guarantor is no longer a Restricted Subsidiary (in the case of
    Subsidiary Guarantors) or all or substantially all the assets of
    such Guarantor which sale, exchange or transfer is made in
    compliance with the applicable provisions of this Indenture;



 



    (ii) the release or discharge of the guarantee by such
    Guarantor of the Senior Credit Facilities or the guarantee which
    resulted in the creation of such Guarantee, except a discharge
    or release by or as a result of payment under such guarantee;



 



    (iii) the designation of any Restricted Subsidiary that is
    a Guarantor as an Unrestricted Subsidiary in, compliance with
    Section 4.07 hereof; or



 



    (iv) the Issuer exercising its Legal Defeasance option or
    Covenant Defeasance option in accordance with Article 8
    hereof or the Issuer’s obligations under this Indenture
    being discharged in accordance with the terms of this
    Indenture; and



 



    (b) delivery by such Guarantor to the Trustee of an
    Officer’s Certificate and an Opinion of Counsel, each
    stating that all conditions precedent provided for in this
    Indenture relating to such transaction have been complied with.




    

    87








 







    ARTICLE 13

    



 




    SUBORDINATION
    OF GUARANTEES
    



 



    Section 13.01  Agreement
    To Subordinate.



 



    Each Guarantor agrees, and each Holder by accepting a Note
    agrees, that the obligations of such Guarantor under its
    Guarantee are subordinated in right of payment, to the extent
    and in the manner provided in this Article 13, to the prior
    payment in full in cash of all existing and future Senior
    Indebtedness of such Guarantor and that the subordination is for
    the benefit of and enforceable by the holders of such Senior
    Indebtedness. A Guarantor’s obligations under its Guarantee
    shall in all respects rank pari passu in right of payment
    with all existing and future Senior Subordinated Indebtedness of
    such Guarantor, and will be senior in right of payment to all
    existing and future Subordinated Indebtedness of such Guarantor;
    and only Indebtedness of such Guarantor that is Senior
    Indebtedness shall rank senior to the obligations of such
    Guarantor under its Guarantee in accordance with the provisions
    set forth herein. All provisions of this Article 13 shall
    be subject to Section 13.12.



 



    Section 13.02  Liquidation,
    Dissolution, Bankruptcy.



 



    Upon any payment or distribution of the assets of a Guarantor to
    creditors upon a total or partial liquidation or a total or
    partial dissolution of such Guarantor or in a reorganization of
    or similar proceeding relating to such Guarantor or its property:



 



    (a) the holders of Senior Indebtedness of such Guarantor
    shall be entitled to receive payment in full in cash of such
    Senior Indebtedness before Holders shall be entitled to receive
    any payment; and



 



    (b) until the Senior Indebtedness of such Guarantor is paid
    in full in cash, any payment or distribution to which Holders
    would be entitled but for the subordination provisions of this
    Indenture shall be made to holders of such Senior Indebtedness
    as their interests may appear, except that Holders may receive
    Permitted Junior Securities.



 



    To the extent any payment of Senior Indebtedness of any
    Guarantor (whether by or on behalf of the Issuer, as proceeds of
    security or enforcement of any right of setoff or otherwise) is
    declared to be fraudulent or preferential, set aside or required
    to be paid to any receiver, trustee in bankruptcy, liquidating
    trustee, agent or other similar Person under any bankruptcy,
    insolvency, receivership, fraudulent conveyance or similar law,
    then, if such payment is recovered by, or paid over to, such
    receiver, trustee in bankruptcy, liquidating trustee, agent or
    similar Person, the Senior Indebtedness of any Guarantor or part
    thereof originally intended to be satisfied shall be deemed to
    be reinstated and outstanding as if such payment had not
    occurred. It is further agreed that any diminution (whether
    pursuant to court decree or otherwise, including without
    limitation for any of the reasons described in the preceding
    sentence) of any Guarantor’s obligation to make any
    distribution or payment pursuant to any Senior Indebtedness of
    such Guarantor, except to the extent such diminution occurs by
    reason of the repayment (which has not been disgorged or
    returned) of such Senior Indebtedness of such Guarantor in cash,
    shall have no force or effect for purposes of the subordination
    provisions contained in this Article 13, with any turnover
    of payments as otherwise calculated pursuant to this
    Article 13 to be made as if no such diminution had
    occurred. The Issuer shall promptly give written notice to the
    Trustee of any such dissolution,
    winding-up,
    liquidation or reorganization of any Guarantor, provided,
    that any delay or failure to give such notice shall have no
    effect on the subordination provisions contained herein.



 



    Section 13.03  Default
    on Senior Indebtedness of a Guarantor.



 



    A Guarantor shall not make any payment pursuant to its Guarantee
    (or pay any other Obligations relating to its Guarantee, fees,
    costs, expenses, indemnities and rescission or damage claims)
    and may not purchase, redeem or otherwise retire any Notes
    (collectively, “pay its Guarantee”) (except in
    the form of Permitted Junior Securities) if either of the
    following occurs (a “Guarantor Payment
    Default”):



 



    (a) any Obligation on any Designated Senior Indebtedness of
    such Guarantor is not paid in full in cash when due (after
    giving effect to any applicable grace period); or



 



    (b) any other default on Designated Senior Indebtedness of
    such Guarantor occurs and the maturity of such Designated Senior
    Indebtedness is accelerated in accordance with its terms;




    

    88








 






    unless, in either case, the Guarantor Payment Default has been
    cured or waived and any such acceleration has been rescinded or
    such Designated Senior Indebtedness has been paid in full in
    cash; provided, however, that such Guarantor shall
    be entitled to pay its Guarantee without regard to the foregoing
    if such Guarantor and the Trustee receive written notice
    approving such payment from the Representatives of all
    Designated Senior Indebtedness with respect to which the
    Guarantor Payment Default has occurred and is continuing.



 



    During the continuance of any default (other than a Guarantor
    Payment Default) (a “Non-Guarantor Payment
    Default”) with respect to any Designated Senior
    Indebtedness of a Guarantor pursuant to which the maturity
    thereof may be accelerated without further notice (except such
    notice as may be required to effect such acceleration) or the
    expiration of any applicable grace periods, such Guarantor shall
    not pay its Guarantee (except in the form of Permitted Junior
    Securities) for a period (a “Guarantee Payment Blockage
    Period”) commencing upon the receipt by the Trustee
    (with a copy to such Guarantor and the Issuer) of written notice
    (a “Guarantee Blockage Notice”) of such
    Non-Guarantor Payment Default from the Representative of such
    Designated Senior Indebtedness specifying an election to effect
    a Guarantee Payment Blockage Period and ending 179 days
    thereafter. So long as there shall remain outstanding any Senior
    Indebtedness under the Senior Credit Facilities, a Guarantee
    Blockage Notice may be given only by the applicable
    Representative. The Guarantee Payment Blockage Period shall end
    earlier if such Guarantee Payment Blockage Period is terminated
    (x) by written notice to the Trustee, the relevant
    Guarantor and the Issuer from the Person or Persons who gave
    such Guarantee Blockage Notice; (y) because the default
    giving rise to such Guarantee Blockage Notice is cured, waived
    or otherwise no longer continuing; or (z) because such
    Designated Senior Indebtedness has been discharged or repaid in
    full in cash.



 



    Notwithstanding the provisions described in the immediately
    preceding two sentences (but subject to the provisions contained
    in the first sentence of this Section 13.03 and
    Section 13.02 hereof), unless the holders of such
    Designated Senior Indebtedness or the Representative of such
    Designated Senior Indebtedness shall have accelerated the
    maturity of such Designated. Senior Indebtedness or a Guarantor
    Payment Default has occurred and is continuing, the relevant
    Guarantor shall be entitled to resume paying its Guarantee after
    the end of such Guarantee Payment Blockage Period. Each
    Guarantee shall not be subject to more than one Guarantee
    Payment Blockage Period in any consecutive
    360-day
    period irrespective of the number of Non-Payment Defaults with
    respect to Designated Senior Indebtedness of the relevant
    Guarantor during such period. However, in no event shall the
    total number of days during which any Guarantee Payment Blockage
    Period or Periods on a Guarantee is in effect exceed
    179 days in the aggregate during any consecutive
    360-day
    period, and there must be at least 181 days during any
    consecutive
    360-day
    period during which no Guarantee Payment Blockage Period is in
    effect. Notwithstanding the foregoing, however, no Non-Payment
    Default that existed or was continuing on the date of the
    commencement of any Guarantee Payment Blockage Period shall be,
    or be made, the basis for the commencement of a subsequent
    Guarantee Blockage Notice unless such default shall have been
    waived for a period of not less than 90 consecutive days (it
    being acknowledged that any subsequent action, or any breach of
    any financial covenants during such initial Guarantee Payment
    Blockage Period, that, in either case, would give rise to a
    Non-Guarantor Payment Default pursuant to any provisions under
    which a Non-Guarantor Payment Default previously existed or was
    continuing shall constitute a new Non-Guarantor Payment Default
    for this purpose).



 



    Section 13.04  Demand
    for Payment.



 



    If payment of the Notes is accelerated because of an Event of
    Default and a demand for payment is made on a Guarantor pursuant
    to Article 12 hereof, the Issuer or such Guarantor shall
    promptly notify the holders of the Designated Senior
    Indebtedness of such Guarantor or the Representative of such
    Designated Senior Indebtedness of such demand; provided,
    that any failure to give such notice shall have no effect
    whatsoever on the provisions of this Article 13. So long as
    there shall remain outstanding any Senior Indebtedness under the
    Senior Credit Facilities, a Blockage Notice may be given only by
    the Representative thereunder. If any Designated Senior
    Indebtedness of a Guarantor is outstanding, such Guarantor may
    not pay its Guarantee until five Business Days after the
    Representatives of all the holders of such Designated Senior
    Indebtedness receive notice of such acceleration and,
    thereafter, may pay its Guarantee only if this Indenture
    otherwise permits payment at that time.




    

    89








 






    Section 13.05  When
    Distribution Must Be Paid Over.



 



    If a distribution is made to Holders that, due to the
    subordination provisions, should not have been made to them,
    such Holders are required to hold it in trust for the holders of
    Senior Indebtedness of the relevant Guarantor and pay it over to
    them as their interests may appear.



 



    Section 13.06  Subrogation.



 



    After all Senior Indebtedness of a Guarantor is paid in full in
    cash and until the Notes are paid in full, Holders shall be
    subrogated to the rights of holders of such Senior Indebtedness
    to receive distributions applicable to such Senior Indebtedness.
    A distribution made under this Article 13 to holders of
    such Senior Indebtedness which otherwise would have been made to
    Holders is not, as between the relevant Guarantor and Holders, a
    payment by such Guarantor on such Senior Indebtedness.



 



    Section 13.07  Relative
    Rights.



 



    This Article 13 defines the relative rights of Holders and
    holders of Senior Indebtedness of a Guarantor. Nothing in this
    Indenture shall:



 



    (a) impair, as between such Guarantor and Holders, the
    obligation of such Guarantor, which is absolute and
    unconditional, to make payments under its Guarantee in
    accordance with its terms;



 



    (b) prevent the Trustee or any Holder from exercising its
    available remedies upon a default by such Guarantor under its
    obligations with respect to its Guarantee, subject to the rights
    of holders of Senior Indebtedness of such Guarantor to receive
    payments or distributions otherwise payable to Holders and such
    other rights of such holders of Senior Indebtedness as set forth
    herein; or



 



    (c) affect the relative rights of Holders and creditors of
    such Guarantor other than their rights in relation to holders of
    Senior Indebtedness.



 



    Section 13.08  Subordination
    May Not Be Impaired by a Guarantor.



 



    No right of any holder of Senior Indebtedness of a Guarantor to
    enforce the subordination of the obligations of such Guarantor
    under its Guarantee shall be impaired by any act or failure to
    act by such Guarantor or by its failure to comply with this
    Indenture.



 



    Section 13.09  Rights
    of Trustee and Paying Agent.



 



    Notwithstanding Section 13.03 hereof, the Trustee or any
    Paying Agent may continue to make payments on the Notes and
    shall not be charged with knowledge of the existence of facts
    that would prohibit the making of any payments unless a
    Responsible Officer of the Trustee receives notice satisfactory
    to him that payments may not be made under this Article 13;
    provided, however, that notwithstanding the
    foregoing, the subordination of the Guarantees to Senior
    Indebtedness of the Guarantors shall not be affected and the
    Holders receiving any payments in contravention of
    Section 13.02
    and/or 13.03
    (and such respective payments) shall otherwise be subject to the
    provisions of this Article 13. A Guarantor, the Registrar,
    the Paying Agent, a Representative or a holder of Senior
    Indebtedness of such Guarantor shall be entitled to give the
    notice; provided, however, that, if an issue of
    Senior Indebtedness of such Guarantor has a Representative, only
    the Representative shall be entitled to give the notice.



 



    The Trustee in its individual or any other capacity shall be
    entitled to hold Senior Indebtedness of a Guarantor with the
    same rights it would have if it were not Trustee. The Registrar
    and the Paying Agent shall be entitled to do the same with like
    rights. The Trustee shall be entitled to all the rights set
    forth in this Article 13 with respect to any Senior
    Indebtedness of a Guarantor which may at any time be held by it,
    to the same extent as any other holder of such Senior
    Indebtedness; and nothing in Article 7 shall deprive the
    Trustee of any of its rights as such holder. Nothing in this
    Article 13 shall apply to claims of, or payments to, the
    Trustee under or pursuant to Section 7.07 hereof or any
    other Section of this Indenture.



 



    Section 13.10  Distribution
    or Notice to Representative.



 



    Whenever a distribution is to be made or a notice given to
    holders of Senior Indebtedness of a Guarantor, the distribution
    may be made and the notice given to their Representative (if
    any).




    

    90








 






    Section 13.11  Article 13
    Not To Prevent Events of Default or Limit Right To Demand
    Payment.



 



    The failure of a Guarantor to make a payment pursuant its
    Guarantee by reason of any provision in this Article 13
    shall not be construed as preventing the occurrence of a default
    by such Guarantor under its Guarantee. Nothing in this
    Article 13 shall have any effect on the right of the
    Holders or the Trustee to make a demand for payment on a
    Guarantor pursuant to Article 12 hereof.



 



    Section 13.12  Trust Moneys
    Not Subordinated.



 



    Notwithstanding anything contained herein to the contrary,
    payments from money or the proceeds of Government Securities
    held in trust by the Trustee for the payment of principal of and
    interest on the Notes pursuant to Article 8 or
    Article 14 hereof shall not be subordinated to the prior
    payment of any Senior Indebtedness of any Guarantor or subject
    to the restrictions set forth in this Article 13, and none
    of the Holders shall be obligated to pay over any such amount to
    such Guarantor or any holder of Senior Indebtedness of such
    Guarantor or any other creditor of such Guarantor,
    provided, that the subordination provisions of this
    Article 13 were not violated at the time the applicable
    amounts were deposited in trust pursuant to Article 8 or
    Article 14 hereof, as the case may be



 



    Section 13.13  Trustee
    Entitled To Rely.



 



    Upon any payment or distribution pursuant to this
    Article 13, the Trustee and the Holders shall be entitled
    to rely (a) upon any order or decree of a court of
    competent jurisdiction in which any proceedings of the nature
    referred to in Section 13.02 hereof are pending,
    (b) upon a certificate of the liquidating trustee or agent
    or other Person making such payment or distribution to the
    Trustee or to the Holders or (c) upon the Representatives
    of Senior Indebtedness of a Guarantor for the purpose of
    ascertaining the Persons entitled to participate in such payment
    or distribution, the holders of such Senior Indebtedness and
    other Indebtedness of such Guarantor, the amount thereof or
    payable thereon, the amount or amounts paid or distributed
    thereon and all other facts pertinent thereto or to this
    Article 13. In the event that the Trustee determines, in
    good faith, that evidence is required with respect to the right
    of any Person as a holder of Senior Indebtedness of a Guarantor
    to participate in any payment or distribution pursuant to this
    Article 13, the Trustee shall be entitled to .request such
    Person to furnish evidence to the reasonable satisfaction of the
    Trustee as to the amount of such Senior Indebtedness held by
    such Person, the extent to which such Person is entitled to
    participate in such payment or distribution and other facts
    pertinent to the rights of such Person under this
    Article 13, and, if such evidence is not furnished, the
    Trustee shall be entitled to defer any payment to such Person
    pending judicial determination as to the right of such Person to
    receive such payment. The provisions of Sections 7.01 and
    7.02 hereof shall be applicable to all actions or omissions of
    actions by the Trustee pursuant to this Article 13.



 



    Section 13.14  Trustee
    To Effectuate Subordination.



 



    A Holder by its acceptance of a Note agrees to be bound by this
    Article 13 and authorizes and expressly directs the
    Trustee, on his behalf to take such action as may be necessary
    or appropriate to effectuate the subordination between the
    Holders and the holders of Senior Indebtedness of a Guarantor as
    provided in this Article 13 and appoints the Trustee as
    attorney-in-fact for any and all such purposes.



 



    If the Trustee does not file a Proper Proof of Claim in such
    proceeding prior to 15 days before the expiration of the
    time to file a Proof of Claim in such proceeding, then the
    holders of Designated Senior Indebtedness of any Guarantor (or
    their Representative) are hereby authorized to have the right to
    file and are (or is) hereby authorized to file, in the name of
    the Trustee, a Proof of Claim for and on behalf of the Holders;
    provided, that (a) if the holders of the Designated
    Senior Indebtedness of any Guarantor (or their Representative)
    file any Proof of Claim as contemplated above and the Trustee
    shall subsequently file a Proper Proof of Claim in such
    proceeding before the expiration of the time to file a Proof of
    Claim in such proceeding, such subsequent Proper Proof of Claim
    filed by the Trustee shall supersede any such Proof of Claim
    theretofore filed by the holders of the Designated Senior
    Indebtedness of such Guarantor (or their Representative), and
    such Proof of Claim theretofore filed by the holders of the
    Designated Senior Indebtedness of such Guarantor (or their
    Representative) shall thereupon deemed to be withdrawn, and
    (b) the foregoing provisions of this paragraph shall not be
    construed to authorize the holders of the Designated Senior
    Indebtedness (or their Representative) to authorize or consent
    to or accept or adopt on behalf of any Holder any plan of
    reorganization, arrangement, adjustment or composition affecting
    the Notes, or to authorize the holders of the Designated Senior
    Indebtedness (or their Representative) to vote in respect of the
    claim of any




    

    91








 






    Holder in any such proceeding. This paragraph is intended solely
    to permit the holders of Designated Senior Indebtedness of any
    Guarantor to preserve their “turnover right” pursuant
    to the applicable subordination provisions in this
    Article 13 in circumstances where a Proper Proof of Claim
    has not been filed by the Trustee before the expiration of the
    time to file a Proof of Claim in a bankruptcy proceeding, and
    nothing herein is intended to impair the rights of the Trustee
    under Section 6.13 and 7.07.



 



    Section 13.15  Trustee
    Not Fiduciary for Holders of Senior Indebtedness of
    Guarantors.



 



    The Trustee shall not be deemed to owe any fiduciary duty to the
    holders of Senior Indebtedness of a Guarantor and shall not be
    liable to any such holders if it shall mistakenly pay over or
    distribute to Holders or such Guarantor or any other Person,
    money or assets to which any holders of Senior Indebtedness of
    such Guarantor shall be entitled by virtue of this
    Article 13 or otherwise.



 



    Section 13.16  Reliance
    by Holders of Senior Indebtedness of a Guarantor on
    Subordination Provisions.



 



    Each Holder by accepting a Note acknowledges and agrees that the
    foregoing subordination provisions are, and are intended to be,
    an inducement and a consideration to each holder of any Senior
    Indebtedness of a Guarantor, whether such Senior Indebtedness
    was created or acquired before or after the issuance of the
    Notes, to acquire and continue to hold, or to continue to hold,
    such Senior Indebtedness and such holder of such Senior
    Indebtedness shall be deemed conclusively to have relied on such
    subordination provisions in acquiring and continuing to hold, or
    in continuing to hold, such Senior Indebtedness.



 



    Without in any way limiting the generality of the foregoing
    paragraph, the holders of Senior Indebtedness of a Guarantor
    may, at any time and from time to time, without the consent of
    or notice to the Trustee or the Holders, without incurring
    responsibility to the Trustee or the Holders and without
    impairing or releasing the subordination provided in this
    Article 13 or the obligations hereunder of the Holders to
    the holders of the Senior Indebtedness of such Guarantor, do any
    one or more of the following: (a) change the manner, place
    or terms of payment or extend the time of payment of, or renew
    or alter, Senior Indebtedness of such Guarantor, or otherwise
    amend or supplement in any manner Senior Indebtedness of such
    Guarantor, or any instrument evidencing the same or any
    agreement under which Senior Indebtedness of such Guarantor is
    outstanding; (b) sell, exchange, release or otherwise deal
    with any property pledged, mortgaged or otherwise securing
    Senior Indebtedness of such Guarantor; (c) release any
    Person liable in any manner for the payment or collection of
    Senior Indebtedness of such Guarantor; and (d) exercise or
    refrain from exercising any rights against such Guarantor and
    any other Person.



 




    ARTICLE 14

    



 




    SATISFACTION
    AND DISCHARGE
    



 



    Section 14.01  Satisfaction
    and Discharge.



 



    This Indenture shall be discharged and shall cease to be of
    further effect as to all Notes, when either:



 



    (a) all Notes theretofore authenticated and delivered,
    except lost, stolen or destroyed Notes which have been replaced
    or paid and Notes for whose payment money has theretofore been
    deposited in trust, have been delivered to the Trustee for
    cancellation; or



 



    (b) (i) all Notes not theretofore delivered to the
    Trustee for cancellation have become due and payable by reason
    of the making of a notice of redemption or otherwise, shall
    become due and payable within one year or are to be called for
    redemption within one year under arrangements satisfactory to
    the Trustee for the giving of notice of redemption by the
    Trustee in the name, and at the expense, of the Issuer and the
    Issuer or any Guarantor have irrevocably deposited or caused to
    be deposited with the Trustee as trust funds in trust solely for
    the benefit of the Holders of the Notes, cash in
    U.S. dollars, Government Securities, or a combination
    thereof, in such amounts as will be sufficient without
    consideration of any reinvestment of interest to pay and
    discharge the entire indebtedness on the Notes not theretofore
    delivered to the Trustee for cancellation for principal,
    premium, if any, and accrued interest to the date of maturity or
    redemption;



 



    (ii) no Default (other than that resulting from borrowing
    funds to be applied to make such deposit and any similar and
    simultaneous deposit relating to other Indebtedness) with
    respect to this Indenture or the Notes




    

    92








 






    shall have occurred and be continuing on the date of such
    deposit or shall occur as a result of such deposit and such
    deposit will not result in a breach or violation of, or
    constitute a default under the Senior Credit Facilities or any
    other material agreement or instrument (other than this
    Indenture) to which the Issuer or any Guarantor is a party or by
    which the Issuer or any Guarantor is bound (other than that
    resulting from any borrowing of funds to be applied to make such
    deposit and any similar and simultaneous deposit relating to
    other Indebtedness, and the granting of Liens in connection
    therewith);



 



    (iii) the Issuer has paid or caused to be paid all sums
    payable by it under this Indenture; and



 



    (iv) the Issuer has delivered irrevocable instructions to
    the Trustee to apply the deposited money toward the payment of
    the Notes at maturity or the redemption date, as the case may be.



 



    The Collateral will be released from the Lien securing the
    Notes, as provided in Section 10.06 hereof, upon a
    satisfaction and discharge in accordance with this
    Article 14.



 



    In addition, the Issuer must deliver an Officer’s
    Certificate and an Opinion of Counsel to the Trustee stating
    that all conditions precedent to satisfaction and discharge have
    been satisfied.



 



    Notwithstanding the satisfaction and discharge of this
    Indenture, if money shall have been deposited with the Trustee
    pursuant to subclause (i) of clause (b) of this
    Section 14.01, the provisions of Section 14.02 and
    Section 8.06 hereof shall survive.



 



    Section 14.02  Application
    of Trust Money.



 



    Subject to the provisions of Section 8.06 hereof, all money
    deposited with the Trustee pursuant to Section 14.01 hereof
    shall be held in trust and applied by it, in accordance with the
    provisions of the Notes and this Indenture, to the payment,
    either directly or through any Paying Agent (including the
    Issuer acting as its own Paying Agent) as the Trustee may
    determine, to the Persons entitled thereto, of the principal
    (and premium, if any) and interest for whose payment such money
    has been deposited with the Trustee; but such money need not be
    segregated from other funds except to the extent required by law.



 



    If the Trustee or Paying Agent is unable to apply any money or
    Government Securities in accordance with Section 14.01
    hereof by reason of any legal proceeding or by reason of any
    order or judgment of any court or governmental authority
    enjoining, restraining or otherwise prohibiting such
    application, the Issuer’s and any Guarantor’s
    obligations under this Indenture and the Notes shall be revived
    and reinstated as though no deposit had occurred pursuant to
    Section 14.01 hereof; provided, that if the Issuer
    has made any payment of principal of, premium, if any, or
    interest on any Notes because of the reinstatement of its
    obligations, the Issuer shall be subrogated to the rights of the
    Holders of such Notes to receive such payment from the money or
    Government Securities held by the Trustee or Paying Agent.



 




    ARTICLE 15

    



 




    MISCELLANEOUS
    



 



    Section 15.01  Reserved.



 



    Section 15.02  Notices.



 



    Any notice or communication by the Issuer, any Guarantor or the
    Trustee to the others is duly given if in writing and delivered
    in person or mailed by first-class mail (registered or
    certified, return receipt requested), fax or overnight air
    courier guaranteeing next day delivery, to the others’
    address:



 



    If to the Issuer and/or any Guarantor:



 



    c/o CMP
    Susquehanna Corp.

    3280 Peachtree Road N.W., Suite 2300

    Atlanta, Georgia 30305

    Fax No.:
    (404) 943-0740

    Attention: Chief Financial Officer




    

    93








 





 








    If to the Trustee:



 



    Wells Fargo Bank, N.A.

    Corporate Trust Services

    625 Marquette Avenue South

    Mac N9311-110

    Minneapolis, Minnesota 55479

    Fax No.:
    (612) 667-9825

    Attention: CMP Susquehanna Account Manager



 



    The Issuer, any Guarantor or the Trustee, by notice to the
    others, may designate additional or different addresses for
    subsequent notices or communications.



 



    All notices and communications (other than those sent to
    Holders) shall be deemed to have been duly given: at the time
    delivered by hand, if personally delivered; five calendar days
    after being deposited in the mail, postage prepaid, if mailed by
    first-class mail; when receipt acknowledged, if faxed; and the
    next Business Day after timely delivery to the courier, if sent
    by overnight air courier guaranteeing next day delivery;
    provided, that any notice or communication delivered to
    the Trustee shall be deemed effective upon actual receipt
    thereof.



 



    Any notice or communication to a Holder shall be mailed by
    first-class mail, certified or registered, return receipt
    requested, or by overnight air courier guaranteeing next day
    delivery to its address shown on the register kept by the
    Registrar. Failure to mail a notice or communication to a Holder
    or any defect in it shall not affect its sufficiency with
    respect to other Holders.



 



    If a notice or communication is sent in the manner provided
    above within the time prescribed, it is duly given, whether or
    not the addressee receives it.



 



    If the Issuer sends a notice or communication to Holders, it
    shall send a copy to the Trustee and each Agent at the same time.



 



    Notwithstanding any other provision of this Indenture or any
    Note, where this Indenture or any Note provides for notice of
    any event (including any notice of redemption) to a Holder of a
    Global Note (whether by mail or otherwise), such notice shall be
    sufficiently given if given to the Depositary for such Note (or
    its designee), pursuant to the customary procedures of such
    Depositary.



 



    Section 15.03  Reserved



 



    Section 15.04  Certificate
    and Opinion as to Conditions Precedent.



 



    Upon any request or application by the Issuer or any of the
    Guarantors to the Trustee to take any action under this
    Indenture, the Issuer or such Guarantor, as the case may be,
    shall furnish to the Trustee:



 



    (a) An Officer’s Certificate in form and substance
    reasonably satisfactory to the Trustee (which shall include the
    statements set forth in Section 15.05 hereof) stating that,
    in the opinion of the signer, all conditions precedent and
    covenants, if any, provided for in this Indenture relating to
    the proposed action have been satisfied; and



 



    (b) An Opinion of Counsel in form and substance reasonably
    satisfactory to the Trustee (which shall include the statements
    set forth in Section 15.05 hereof) stating that, in the
    opinion of such counsel, all such conditions precedent and
    covenants have been satisfied.



 



    Section 15.05  Statements
    Required in Certificate or Opinion.



 



    Each certificate or opinion with respect to compliance with a
    condition or covenant provided for in this Indenture (other than
    a certificate provided pursuant to Section 4.04 hereof)
    shall include:



 



    (a) a statement that the Person making such certificate or
    opinion has read such covenant or condition;




    

    94








 






    (b) a brief statement as to the nature and scope of the
    examination or investigation upon which the statements or
    opinions contained in such certificate or opinion are based;



 



    (c) a statement that, in the opinion of such Person, he or
    she has made such examination or investigation as is necessary
    to enable him to express an informed opinion as to whether or
    not such covenant or condition has been complied with (and, in
    the case of an Opinion of Counsel, may be limited to reliance on
    an Officer’s Certificate as to matters of fact); and



 



    (d) a statement as to whether or not, in the opinion of
    such Person, such condition or covenant has been complied with.



 



    Section 15.06  Rules
    by Trustee and Agents.



 



    The Trustee may make reasonable rules for action by or at a
    meeting of Holders. The Registrar or Paying Agent may make
    reasonable rules and set reasonable requirements for its
    functions.



 



    Section 15.07  No
    Personal Liability of Directors, Officers, Employees and
    Stockholders.



 



    No director, officer, employee, incorporator or stockholder of
    the Issuer or any Guarantor or any of their parent companies
    shall have any liability for any obligations of the Issuer or
    the Guarantors under the Notes, the Guarantees or this Indenture
    or for any claim based on, in respect of, or by reason of such
    obligations or their creation. Each Holder by accepting Notes
    waives and releases all such liability. The waiver and release
    are part of the consideration for issuance of the Notes.



 



    Section 15.08  Governing
    Law.



 



    THIS INDENTURE, THE NOTES, ANY GUARANTEE AND THE SECURITY
    DOCUMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
    THE LAWS OF THE STATE OF NEW YORK.



 



    Section 15.09  Waiver
    of Jury Trial.



 



    EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY
    IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
    APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
    PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
    NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



 



    Section 15.10  Force
    Majeure.



 



    In no event shall the Trustee be responsible or liable for any
    failure or delay in the performance of its obligations under
    this Indenture arising out of or caused by, directly or
    indirectly, forces beyond its reasonable control, including
    without limitation strikes, work stoppages, accidents, acts of
    war or terrorism, civil or military disturbances, nuclear or
    natural catastrophes or acts of God, and interruptions, loss or
    malfunctions of utilities, communications or computer (software
    or hardware) services.



 



    Section 15.11  Adverse
    Interpretation of Other Agreements.



 



    This Indenture may not be used to interpret any other indenture,
    loan or debt agreement of the Issuer or its Restricted
    Subsidiaries or of any other Person. Any such indenture, loan or
    debt agreement may not be used to interpret this Indenture.



 



    Section 15.12  Successors.



 



    All agreements of the Issuer in this Indenture and the Notes
    shall bind its successors. All agreements of the Trustee in this
    Indenture shall bind its successors. All agreements of each
    Guarantor in this Indenture shall bind its successors, except as
    otherwise provided in Section 12.06 hereof.




    

    95








 






    Section 15.13  Severability.



 



    In case any provision in this Indenture or in the Notes shall be
    invalid, illegal or unenforceable, the validity, legality and
    enforceability of the remaining provisions shall not in any way
    be affected or impaired thereby.



 



    Section 15.14  Counterpart
    Originals.



 



    The parties may sign any number of copies of this Indenture.
    Each signed copy shall be an original, but all of them together
    represent the same agreement.



 



    Section 15.15  Table
    of Contents, Headings, etc.



 



    The Table of Contents, Cross-Reference Table and headings of the
    Articles and Sections of this Indenture have been inserted for
    convenience of reference only, are not to be considered a part
    of this Indenture and shall in no way modify or restrict any of
    the terms or provisions hereof.



 



    [Signatures on following page]




    

    96








 





 



    IN WITNESS WHEREOF, the parties have executed this Indenture as
    of the date first written above.



 



    CMP SUSQUEHANNA CORP.



 


			
	 	    By: 
	
    /s/  Lewis
    W. Dickey, Jr.









    Name:     Lewis W. Dickey, Jr.



			
	 	    Title: 
	
    Chairman, President and





    Chief Executive Officer



 



    CMP SUSQUEHANNA RADIO HOLDINGS CORP.



 


			
	 	    By: 
	
    /s/  Lewis
    W. Dickey, Jr.









    Name:     Lewis W. Dickey, Jr.



			
	 	    Title: 
	
    Chairman, President and





    Chief Executive Officer



 



    SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A



 


			
	 	    By: 
	
    /s/  Lewis
    W. Dickey, Jr.









    Name:     Lewis W. Dickey, Jr.



			
	 	    Title: 
	
    Chairman, President and





    Chief Executive Officer




    

    97








 






    IN WITNESS WHEREOF, the parties have executed this Indenture as
    of the date first written above.



 



    WELLS FARGO BANK, N.A, as Trustee



 


			
	 	    By: 
	
    /s/  Lynn
    M. Steiner









    Name:     Lynn M. Steiner



			
	 	    Title: 
	
    Vice President





    

    98








 







    SCHEDULE A

    



 




    SUBSIDIARY
    GUARANTORS



 



    LIF Broadcasting, Inc.




    KLIF Lico, Inc.




    KPLX Lico, Inc.




    Radio Metroplex, Inc.




    Susquehanna Media Co.




    Susquehanna Pfaltzgraff Co.




    Susquehanna Radio Corp.




    CMP KC Corp.




    CMP Houston-KC, LLC




    

    99








 







    EXHIBIT A

    



 




    [Face of
    Note]



 



    [Insert the Global Note Legend, if applicable pursuant to the
    provisions of the Indenture]



 



    [Insert the Private Placement Legend, if applicable pursuant to
    the provisions of the Indenture]



 



    [Insert the Regulation S Temporary Global Note Legend, if
    applicable pursuant to the provisions of the Indenture]




    

    A-1








 





 




    CUSIP [          ]
    



 




    ISIN [          ]1

    



 




    [RULE 144A]
    [REGULATION S] GLOBAL NOTE
    




    representing initially up to




    $                         



 



    Variable Rate Senior Subordinated Secured Second Lien Notes due
    2014



 


 


		
	    No.          
    	    
    $[                    ]
    



 




    CMP
    SUSQUEHANNA CORP.



 



    promises to pay to CEDE & CO. or registered assigns,
    the principal sum [set forth on the Schedule of Exchanges of
    Interests in the Global Note attached hereto] [of
                                 
    United States Dollars] on
    [                    ],
    2014.



 


 



    Interest Payment Dates: May 15 and November 15



 


 



    Record Dates: May 1 and November 1


 

 


    1   Rule 144A

    Note CUSIP: 126001 AD8

    Rule 144A Note ISIN: US126001AD80

    Regulation S Note CUSIP: U12612 AC8

    Regulation S Note ISIN: USU12612AC87




    

    A-2








 






    IN WITNESS WHEREOF, the Issuer has caused this instrument to be
    duly executed.



 



    CMP SUSQUEHANNA CORP.



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    Dated:




    

    A-3








 






    This is one of the Notes referred to in the Indenture, dated as
    of March 26, 2009, among CMP Susquehanna Corp., a Delaware
    corporation (“CMP”), the Guarantors (as defined
    therein) listed on the signature pages thereto and Wells Fargo
    Bank, N.A., as Trustee (the “Trustee”).



 



    WELLS FARGO BANK, N.A., as Trustee



 


			
	 	    By: 
	
        









    Authorized Signatory




    

    A-4








 







    [Back of
    Note]

    



 




    Variable
    Rate Senior Subordinated Secured Second Lien Notes due
    2014



 



    Capitalized terms used herein shall have the meanings assigned
    to them in the Indenture referred to below unless otherwise
    indicated.



 



    1. INTEREST.  CMP SUSQUEHANNA CORP., a
    Delaware corporation, promises to pay interest on the principal
    amount of this Note from March 26, 2009 until maturity at a
    per annum rate for each Interest Period equal to LIBOR
    applicable to such Interest Period, as determined by the
    Calculation Agent on the Interest Determination Date for such
    Interest Period, plus 3.00%. The initial Interest Period for the
    Notes shall be one month. Thereafter, no later than two Business
    Days prior to the end of an Interest Period, the Issuer shall
    notify the Trustee of the Issuer’s selection of the next
    Interest Period, which notice shall include the LIBOR applicable
    to such Interest Period and the duration of such Interest
    Period; provided, that if the Issuer shall fail to give
    such notice to the Trustee, the next Interest Period shall be a
    period identical in length to the Interest Period then in
    effect. Promptly after receipt of notice thereof, the Trustee
    shall notify the Holders of a change in the Interest Period.
    Upon request from any Holder, the Trustee shall provide notice
    of the interest rate in effect on this Note for the current
    Interest Period and, if it has been determined, the interest
    rate to be in effect for the next Interest Period. The Issuer
    will pay interest semi-annually in arrears on May 15 and
    November 15 of each year, or if any such day is not a Business
    Day, on the next succeeding Business Day (each, an
    “Interest Payment Date”). Interest on the Notes
    will accrue from the most recent date to which interest has been
    paid or, if no interest has been paid, from the date of
    issuance; provided that the first Interest Payment Date
    shall be May 15, 2009. The Issuer will pay interest
    (including post-petition interest in any proceeding under any
    Bankruptcy Law) on overdue principal and premium, if any, from
    time to time on demand at the interest rate on the Notes; it
    shall pay interest (including post-petition interest in any
    proceeding under any Bankruptcy Law) on overdue installments of
    interest (without regard to any applicable grace periods) from
    time to time on demand at the interest rate on the Notes.
    Interest will be computed on the basis of a
    360-day year
    comprised of twelve
    30-day
    months.



 



    2. METHOD OF PAYMENT.  The Issuer will pay
    interest on the Notes, if any, to the Persons who are registered
    Holders of Notes at the close of business on the May 1 or
    November 1 (whether or not a Business Day), as the case may be,
    next preceding the Interest Payment Date, even if such Notes are
    canceled after such record date and on or before such Interest
    Payment Date, except as provided in Section 2.12 of the
    Indenture with respect to defaulted interest. Payment of
    interest may be made by check mailed to the Holders at their
    addresses set forth in the register of Holders; provided
    that payment by wire transfer of immediately available funds
    will be required with respect to principal of and interest and
    premium, if any, on, all Global Notes and all other Notes the
    Holders of which shall have provided wire transfer instructions
    to the Issuer or the Paying Agent. Such payment shall be in such
    coin or currency of the United States of America as at the time
    of payment is legal tender for payment of public and private
    debts.



 



    3. PAYING AGENT, CALCULATION AGENT AND
    REGISTRAR.  Initially, Wells Fargo Bank, N.A., the
    Trustee under the Indenture, will act as Paying Agent,
    Calculation Agent and Registrar. The Issuer may change any
    Paying Agent, Calculation Agent or Registrar without notice to
    the Holders. The Issuer or any of its Subsidiaries may act in
    any such capacity.



 



    4. INDENTURE.  The Issuer issued the Notes
    under an Indenture, dated as of March 26, 2009 (the
    “Indenture”), among CMP Susquehanna Corp., the
    Guarantors named therein and the Trustee. This Note is one of a
    duly authorized issue of Notes of the Issuer designated as its
    Variable Rate Senior Subordinated Secured Second Lien Notes due
    2014. The Issuer shall be entitled to issue Additional Notes
    pursuant to Section 2.01 and 4.09 of the Indenture. The
    terms of the Notes include those stated in the Indenture. The
    Notes are subject to all such terms, and Holders are referred to
    the Indenture for a statement of such terms. To the extent any
    provision of this Note conflicts with the express provisions of
    the Indenture, the provisions of the Indenture shall govern and
    be controlling.



 



    5. OPTIONAL REDEMPTION.



 



    (a) At any time after the Issue Date, the Issuer may redeem
    all or part of the Notes, upon not less than 30 nor more than
    60 days’ prior notice delivered electronically or
    mailed by first-class mail, with a copy to the Trustee, to




    

    A-5








 






    the registered address of each Holder or otherwise delivered in
    accordance with the procedures of DTC, at a redemption price
    equal to 100% of the principal amount of Notes redeemed plus
    accrued and unpaid interest thereon to the date of redemption,
    subject to the right of Holders of record on the relevant Record
    Date to receive interest due on the relevant Interest Payment
    Date.



 



    (b) Any redemption pursuant to this paragraph 5 shall
    be made pursuant to the provisions of Sections 3.01 through
    3.06 of the Indenture.



 



    6. MANDATORY REDEMPTION.  The Issuer shall
    not be required to make any mandatory redemption or sinking fund
    payments with respect to the Notes.



 



    7. NOTICE OF REDEMPTION.  Subject to
    Section 3.03 of the Indenture, notice of redemption will be
    sent electronically or mailed by first-class mail at least
    30 days but not more than 60 days before the
    redemption date (except that redemption notices may be mailed
    more than 60 days prior to a redemption date if the notice
    is issued in connection with Article 8 or Article 14
    of the Indenture) to each Holder whose Notes are to be redeemed
    at its registered address. Notes in denominations larger than
    $1,000 may be redeemed in part but only in whole multiples of
    $1,000, unless all of the Notes held by a Holder are to be
    redeemed. On and after the redemption date interest ceases to
    accrue on Notes or portions thereof called for redemption.



 



    8. OFFERS TO REPURCHASE.



 



    (a) Upon the occurrence of a Change of Control, the Issuer
    shall make an offer (a “Change of Control
    Offer”) to each Holder to repurchase all or any part
    (equal to $1,000 or an integral multiple thereof) of each
    Holder’s Notes at a purchase price equal to 100% of the
    aggregate principal amount thereof plus accrued and unpaid
    interest thereon to the date of purchase (the “Change of
    Control Payment”). The Change of Control Offer shall be
    made in accordance with Section 4.14 of the Indenture.



 



    (b) If the Issuer or any of its Restricted Subsidiaries
    consummates an Asset Sale, within 10 Business Days of each date
    that Excess Proceeds exceed $10.0 million, the Issuer shall
    commence, an offer to all Holders of the Notes and, if required
    by the terms of any Indebtedness that is pari passu with
    the Notes (“Pari Passu Indebtedness”), to the
    holders of such Pari Passu Indebtedness (an “Asset Sale
    Offer”), to purchase the maximum principal amount of
    Notes (including any Additional Notes) and such other Pari Passu
    Indebtedness that may be purchased out of the Excess Proceeds at
    an offer price in cash in an amount equal to 100% of the
    principal amount thereof plus accrued and unpaid interest
    thereon to the date fixed for the closing of such offer, in
    accordance with the procedures set forth in the Indenture. To
    the extent that the aggregate amount of Notes (including any
    Additional Notes) and such Pari Passu Indebtedness tendered
    pursuant to an Asset Sale Offer is less than the Excess
    Proceeds, the Issuer may use any remaining Excess Proceeds for
    general corporate purposes, subject to other covenants contained
    in the Indenture. If the aggregate principal amount of Notes or
    the Pari Passu Indebtedness surrendered by such holders thereof
    exceeds the amount of Excess Proceeds, the Trustee shall select
    the Notes and, at the direction of the Issuer, such Pari Passu
    Indebtedness to be purchased on a pro rata basis based on
    the accreted value or principal amount of the Notes or such Pari
    Passu Indebtedness tendered. Upon completion of any such Asset
    Sale Offer, the amount of Excess Proceeds shall be reset at
    zero. Holders of Notes that are the subject of an offer to
    purchase will receive an Asset Sale Offer from the Issuer prior
    to any related purchase date and may elect to have such Notes
    purchased by completing the form entitled “Option of
    Holder to Elect Purchase” attached to the Notes.



 



    9. DENOMINATIONS, TRANSFER, EXCHANGE.  The
    Notes are in registered form without coupons in denominations of
    $2,000 and integral multiples of $1,000 in excess thereof. The
    transfer of Notes may be registered and Notes may be exchanged
    as provided in the Indenture. The Registrar and the Trustee may
    require a Holder, among other things, to furnish appropriate
    endorsements and transfer documents and the Issuer may require a
    Holder to pay any taxes and fees required by law or permitted by
    the Indenture. The Issuer need not exchange or register the
    transfer of any Note or portion of a Note selected for
    redemption, except for the unredeemed portion of any Note being
    redeemed in part. Also, the Issuer need not exchange or register
    the transfer of any Notes for a period of 15 days before a
    selection of Notes to be redeemed.



 



    10. SECURITY.  The Notes and the
    Guarantees are secured by a second-priority lien on and security
    interest in the Collateral as set forth in the Indenture, the
    Security Documents and the Intercreditor Agreement.




    

    A-6








 






    11. SUBORDINATION.  The Notes and the
    Guarantees are subordinated to Senior Indebtedness of the Issuer
    and the Guarantors on the terms and subject to the conditions
    set forth in the Indenture. To the extent provided in the
    Indenture, Senior Indebtedness must be paid before the Notes and
    Guarantees may be paid. The Issuer agrees, and each Holder by
    accepting a Note agrees, to the subordination provisions
    contained in the Indenture and authorizes the Trustee to give it
    effect and appoints the Trustee as attorney-in-fact for such
    purpose.



 



    12. PERSONS DEEMED OWNERS.  The registered
    Holder of a Note may be treated as its owner for all purposes.



 



    13. AMENDMENT, SUPPLEMENT AND WAIVER.  The
    Indenture, the Guarantees, the Notes, the Security Documents and
    the Intercreditor Agreement may be amended or supplemented as
    provided in the Indenture.



 



    14. DEFAULTS AND REMEDIES.  The Events of
    Default relating to the Notes are defined in Section 6.01
    of the Indenture. If any Event of Default (other than an Event
    of Default specified in clause (vi) or (vii) of
    Section 6.01(a) of the Indenture with respect to the
    Issuer) occurs and is continuing, the Trustee or the Holders of
    at least 25% in principal amount of the then outstanding Notes
    may declare the principal, premium, if any, interest and any
    other monetary obligations on all the then outstanding Notes to
    be due and payable immediately; provided, however,
    that so long as any Indebtedness permitted to be incurred under
    the Indenture as part of the Senior Credit Facilities shall be
    outstanding, no such acceleration shall be effective until the
    earlier of: (1) acceleration of any such Indebtedness under
    the Senior Credit Facilities; or (2) five Business Days
    after the giving of written notice of such acceleration to the
    Issuer and the administrative agent under the Senior Credit
    Facilities. Notwithstanding the foregoing, in the case of an
    Event of Default arising from certain events of bankruptcy or
    insolvency, all outstanding Notes will become due and payable
    immediately without further action or notice. Holders may not
    enforce the Indenture, the Notes or the Guarantees except as
    provided in the Indenture. Subject to certain limitations,
    Holders of a majority in aggregate principal amount of the then
    outstanding Notes may direct the Trustee in its exercise of any
    trust or power. The Trustee may withhold from Holders of the
    Notes notice of any continuing Default (except a Default
    relating to the payment of principal, premium, if any, or
    interest) if it determines that withholding notice is in their
    interest. The Holders of a majority in aggregate principal
    amount of the Notes then outstanding by notice to the Trustee
    may on behalf of the Holders of all of the Notes waive any
    existing Default or and its consequences under the Indenture
    except a continuing Default in payment of the principal of,
    premium, if any, or interest on, any of the Notes held by a
    non-consenting Holder. The Issuer and each Guarantor (to the
    extent that such Guarantor is so required under the Indenture)
    is required to deliver to the Trustee annually a statement
    regarding compliance with the Indenture, and the Issuer is
    required within five (5) Business Days after becoming aware
    of any Default, to deliver to the Trustee a statement specifying
    such Default and what action the Issuer proposes to take with
    respect thereto.



 



    15. AUTHENTICATION.  This Note shall not
    be entitled to any benefit under the Indenture or be valid or
    obligatory for any purpose until authenticated by the manual
    signature of the Trustee.



 



    16. GOVERNING LAW.  THE LAWS OF THE STATE
    OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE,
    THE NOTES, THE GUARANTEES AND THE SECURITY DOCUMENTS.



 



    17. CUSIP NUMBERS.  Pursuant to a
    recommendation promulgated by the Committee on Uniform Security
    Identification Procedures, the Issuer has caused CUSIP numbers
    to be printed on the Notes and the Trustee may use CUSIP numbers
    in notices of redemption as a convenience to Holders. No
    representation is made as to the accuracy of such numbers either
    as printed on the Notes or as contained in any notice of
    redemption and reliance may be placed only on the other
    identification numbers placed thereon.



 



    The Issuer will furnish to any Holder upon written request and
    without charge a copy of the Indenture, the Security Documents
    and the Intercreditor Agreement. Requests may be made to the
    Issuer at the following address:



 



    3280 Peachtree Road N.W., Suite 2300




    Atlanta, Georgia 30305




    Fax No.:
    (404) 943-0740




    Attention: Chief Financial Officer




    

    A-7








 







    ASSIGNMENT
    FORM



 



    To assign this Note, fill in the form below:



 


		
	    (I) or (we) assign and transfer this Note to: 	
    (Insert
    assignee’s legal name)




 


		
	     	
    (Insert
    assignee’s soc. sec. or tax I.D. no.)




 





 





 





 








    (Print or type assignee’s name, address and zip code)



 


		
	    and irrevocably appoint 	
    







    to transfer this Note on the books of the Issuer. The agent may
    substitute another to act for him.



 


 


		
	    Dated: 	
    




 


 



    Date:          



 


			
	 	    Your Signature: 
	
    






    (Sign exactly as your name appears




    on the face of this Note)



 


 


		
	    Signature Guarantee*: 	
    




 



    * Participant in a recognized Signature Guarantee Medallion
    Program (or other signature guarantor acceptable to the Trustee).




    

    A-8








 







    OPTION OF
    HOLDER TO ELECT PURCHASE



 



    .If you want to elect to have this Note purchased by the Issuer
    pursuant to Section 4.10 or 4.14 of the Indenture, check
    the appropriate box below:



 




    [     ]
    Section 4.10 [     ]
    Section 4.14
    



 



    If you want to elect to have only part of this Note purchased by
    the Issuer pursuant to Section 4.10 or Section 4.14 of
    the Indenture, state the amount you elect to have purchased:



 




    $                    
    



 


		
	    Dated: 	
    




 


			
	 	    Your Signature: 
	
    






    (Sign exactly as your name appears




    on the face of this Note)



 


			
	 	    Tax Identification No.: 
	
    





 


 


		
	    Signature Guarantee*: 	
    




 



    * Participant in a recognized Signature Guarantee Medallion
    Program (or other signature guarantor acceptable to the Trustee).




    

    A-9








 







    SCHEDULE OF
    EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*(



 



    The initial outstanding principal amount of this Global Note is
    $                         .
    The following exchanges of a part of this Global Note for an
    interest in another Global Note or for a Definitive Note, or
    exchanges of a part of another Global or Definitive Note for an
    interest in this Global Note, have been made:



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Principal Amount

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    of

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
    Amount of Increase

	
 
	
 
	
    this Global Note

	
 
	
 
	
    Signature of

	
 

	
 
	
 
	
 
	
    Amount of

	
 
	
 
	
    in Principal

	
 
	
 
	
    Following Such

	
 
	
 
	
    Authorized Officer

	
 

	
    Date of

	
 
	
 
	
    Decrease in

	
 
	
 
	
    Amount of this

	
 
	
 
	
    Decrease or

	
 
	
 
	
    of Trustee or

	
 

	
    Exchange
	
 
	
 
	
    Principal Amount
	
 
	
 
	
    Global Note
	
 
	
 
	
    Increase
	
 
	
 
	
    Note Custodian
	
 

	 








 

 


    (*This schedule should be included only if the Note is issued in
    global form.




    

    A-10








 







    EXHIBIT B

    



 




    FORM OF
    CERTIFICATE OF TRANSFER




    CMP Susquehanna Corp.




    3280 Peachtree Road N.W., Suite 2300




    Atlanta, Georgia 30305




    Fax No.:
    (404) 943-0740




    Attention: General Counsel



 



    Wells Fargo Bank, N.A.




    Corporate Trust Services




    625 Marquette Avenue South




    Mac N9311-110




    Minneapolis, Minnesota 55479




    Fax No.:
    (612) 667-9825




    Attention: CMP Susquehanna Account Manager



 



    Re: Variable Rate Senior Subordinated Secured Second Lien Notes
    due 2014



 



    Reference is hereby made to the Indenture, dated as of
    March 26, 2009 (the “Indenture”), among
    CMP Susquehanna Corp., the Guarantors named therein and the
    Trustee. Capitalized terms used but not defined herein shall
    have the meanings given to them in the Indenture.



 



              (the
    “Transferor”) owns and proposes to transfer the
    Note[s] or interest in such Note[s] specified in Annex A
    hereto, in the principal amount of
    $      in such Note[s] or interests
    (the “Transfer”),
    to          
    (the .“Transferee), as further specified in Annex A
    hereto. In connection with the Transfer, the Transferor hereby
    certifies that:



 




    [CHECK
    ALL THAT APPLY]



 



    1. [     ] CHECK IF TRANSFEREE
    WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL
    NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
    The Transfer is being effected pursuant to and in accordance
    with Rule 144A under the United States Securities Act of
    1933, as amended (the “Securities Act”), and,
    accordingly, the Transferor hereby further certifies that the
    beneficial interest or Definitive Note is being transferred to a
    Person that the Transferor reasonably believes is purchasing the
    beneficial interest or Definitive Note for its own account, or
    for one or more accounts with respect to which such Person
    exercises sole investment discretion, and such Person and each
    such account is a “qualified institutional buyer”
    within the meaning of Rule 144A in a transaction meeting
    the requirements of Rule 144A and such Transfer is in
    compliance with any applicable blue sky securities laws of any
    state of the United States.



 



    2. [     ] CHECK IF TRANSFEREE
    WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
    REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
    TO REGULATION S. The Transfer is being effected pursuant to
    and in accordance with Rule 903 or Rule 904 under the
    Securities Act and, accordingly, the Transferor hereby further
    certifies that (i) the Transfer is not being made to a
    person in the United States and (x) at the time the buy
    order was originated, the Transferee was outside the United
    States or such Transferor and any Person acting on its behalf
    reasonably believed and believes that the Transferee was outside
    the United States or (y) the transaction was executed in,
    on or through the facilities of a designated offshore securities
    market and neither such Transferor nor any Person acting on its
    behalf knows that the transaction was prearranged with a buyer
    in the United States, (ii) no directed selling efforts have
    been-made in contravention of the requirements of
    Rule 903(b) or Rule 904(b) of Regulation S under
    the Securities Act (iii) the transaction is not part of a
    plan or scheme to evade the registration requirements of the
    Securities Act and (iv) if the proposed transfer is being
    made prior to the expiration of the Restricted Period, the
    transfer is not being made to a U.S. Person or for the
    account or benefit of a U.S. Person (other than an Initial
    Purchaser). Upon consummation of the proposed transfer in
    accordance with the terms of the Indenture, the transferred
    beneficial interest or Definitive Note will be subject to the
    restrictions on Transfer enumerated in the Indenture and the
    Securities Act.




    

    B-1








 






    3. [     ] CHECK AND COMPLETE IF
    TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
    DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES
    ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer
    is being effected in compliance with the transfer restrictions
    applicable to beneficial interests in Restricted Global Notes
    and Restricted Definitive Notes and pursuant to and in
    accordance with the Securities Act and any applicable blue sky
    securities laws of any state of the United States, and
    accordingly the Transferor hereby further certifies that (check
    one):



 



    (a) [     ] such Transfer is being
    effected pursuant to and in accordance with Rule 144 under
    the Securities Act;



 




    or
    



 



    (b) [     ] such Transfer is being
    effected to the Issuer or a subsidiary thereof;



 




    or
    



 



    (c) [     ] such Transfer is being
    effected pursuant to an effective registration statement under
    the Securities Act and in compliance with the prospectus
    delivery requirements of the Securities Act.



 



    4. [     ] CHECK IF TRANSFEREE
    WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED
    GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



 



    (a) [     ] CHECK IF TRANSFER IS
    PURSUANT TO RULE 144. (i) The Transfer is being
    effected pursuant to and in accordance with Rule 144 under
    the Securities Act and in compliance with the transfer
    restrictions contained in the Indenture and any applicable blue
    sky securities laws of any state of the United States and
    (ii) the restrictions on transfer contained in the
    Indenture and the Private Placement Legend are not required in
    order to maintain compliance with the Securities Act. Upon
    consummation of the proposed Transfer in accordance with the
    terms of the Indenture, the transferred beneficial interest or
    Definitive Note will no longer be subject to the restrictions on
    transfer enumerated in the Private Placement Legend printed on
    the Restricted Global Notes, on Restricted Definitive Notes and
    in the Indenture.



 



    (b) [     ] CHECK IF TRANSFER IS
    PURSUANT TO REGULATION S. (i) The Transfer is being
    effected pursuant to and in accordance with Rule 903 or
    Rule 904 under the Securities Act and in compliance with
    the transfer restrictions contained in the Indenture and any
    applicable blue sky securities laws of any state of the United
    States and (ii) the restrictions on transfer contained in
    the Indenture and the Private Placement Legend are not required
    in order to maintain compliance with the Securities Act. Upon
    consummation of the proposed Transfer in accordance with the
    terms of the Indenture, the transferred beneficial interest or
    Definitive Note will no longer be subject to the restrictions on
    transfer enumerated in the Private Placement Legend printed on
    the Restricted Global Notes, on Restricted Definitive Notes and
    in the Indenture.



 



    (c) [     ] CHECK IF TRANSFER IS
    PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being
    effected pursuant to and in compliance with an exemption from
    the registration requirements of the Securities Act other than
    Rule 144, Rule 903 or Rule 904 and in compliance
    with the transfer restrictions contained in the Indenture and
    any applicable blue sky securities laws of any State of the
    United States and (ii) the restrictions on transfer
    contained in the Indenture and the Private Placement Legend are
    not required in order to maintain compliance with the Securities
    Act. Upon consummation of the proposed Transfer in accordance
    with the terms of the Indenture, the transferred beneficial
    interest or Definitive Note will not be subject to the
    restrictions on transfer enumerated in the Private Placement
    Legend printed on the Restricted Global Notes or Restricted
    Definitive Notes and in the Indenture.




    

    B-2








 






    This certificate and the statements contained herein are made
    for your benefit and the benefit of the Issuer.



 



    [Insert Name of Transferor]



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 


		
	    Dated: 	
    






    

    B-3








 







    ANNEX A
    TO CERTIFICATE OF TRANSFER



 



    1.  The Transferor owns and proposes to transfer the
    following:



 



    [CHECK ONE OF (a) OR (b)]



 



    (a)  [     ] a beneficial
    interest in the:



 



    (i) [     ] 144A Global Note
    (CUSIP 126001 AD8), or



 



    (ii) [     ] Regulation S
    Global Note (CUSIP U12612 AC8), or



 



    (b) [     ] a Restricted
    Definitive Note.



 



    2.  After the Transfer the Transferee will hold:



 



    [CHECK ONE]



 



    (a)  [     ] a beneficial
    interest in the:



 



    (i) [     ] 144A Global Note
    (CUSIP 126001 AD8), or



 



    (ii) [     ] Regulation S
    Global Note (CUSIP U12612 AC8), or



 



    (iii) [     ] Unrestricted Global
    Note (CUSIP
    [          ]),
    or



 



    (b)  [     ] a Restricted
    Definitive Note; or



 


			
	 	    (c)  
	
    [     ] an Unrestricted Definitive
    Note,

    in accordance with the terms of the Indenture.





    

    B-4








 





 




    EXHIBIT C

    



 




    FORM OF
    CERTIFICATE OF EXCHANGE



 








    CMP Susquehanna Corp.

    3280 Peachtree Road N.W., Suite 2300

    Atlanta, Georgia 30305

    Fax No.:
    (404) 943-0740

    Attention: General Counsel



 








    Wells Fargo Bank, N.A.

    Corporate Trust Services

    625 Marquette Avenue South

    Mac N9311-110

    Minneapolis, Minnesota 55479

    Fax No.:
    (612) 667-9825

    Attention: CMP Susquehanna Account Manager



 



    Re:  Variable Rate Senior Subordinated Secured Notes
    due 2014



 



    Reference is hereby made to the Indenture, dated as of
    March 26, 2009 (the “Indenture”), among CMP
    Susquehanna Corp., the Guarantors named therein and the Trustee.
    Capitalized terms used but not defined herein shall have the
    meanings given to them in the Indenture.



 



              
    (the “Owner”) owns and proposes to exchange the
    Note[s] or interest in such Note[s] specified herein, in the
    principal amount of $      in such
    Note[s] or interests (the “Exchange”). In
    connection with the Exchange, the Owner hereby certifies that:



 



    1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR
    BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR
    UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
    UNRESTRICTED GLOBAL NOTE



 



    (a) [     ] CHECK IF EXCHANGE IS
    FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
    BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
    connection with the Exchange of the Owner’s beneficial
    interest in a Restricted Global Note for a beneficial interest
    in an Unrestricted Global Note in an equal principal amount, the
    Owner hereby certifies (i) the beneficial interest is being
    acquired for the Owner’s own account without transfer,
    (ii) such Exchange has been effected in compliance with the
    transfer restrictions applicable to the Global Notes and
    pursuant to and in accordance with the United States Securities
    Act of 1933, as amended (the “Securities Act”),
    (iii) the restrictions on transfer contained in the
    Indenture and the Private Placement Legend are not required in
    order to maintain compliance with the Securities Act and
    (iv) the beneficial interest in an Unrestricted Global Note
    is being acquired in compliance with any applicable blue sky
    securities laws of any state of the United States.



 



    (b) [     ] CHECK IF EXCHANGE
    IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
    UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
    the Owner’s beneficial interest in a Restricted Global Note
    for an Unrestricted Definitive Note, the Owner hereby certifies
    (i) the Definitive Note is being acquired for the
    Owner’s own account without transfer, (ii) such
    Exchange has been effected in compliance with the transfer
    restrictions applicable to the Restricted Global Notes and
    pursuant to and in accordance with the Securities Act,
    (iii) the restrictions on transfer contained in the
    Indenture and the Private Placement Legend are not required in
    order to maintain compliance with the Securities Act and
    (iv) the Definitive Note is being acquired in compliance
    with any applicable blue sky securities laws of any state of the
    United States.



 



    (c) [     ] CHECK IF EXCHANGE IS
    FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
    AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s
    Exchange of a Restricted Definitive Note for a beneficial
    interest in an Unrestricted Global Note, the Owner hereby
    certifies (i) the beneficial interest is being acquired for
    the Owner’s own account without transfer, (ii) such
    Exchange has been effected in compliance with the transfer
    restrictions applicable to Restricted Definitive Notes and
    pursuant to and in accordance with the Securities Act,
    (iii) the restrictions on transfer contained in the
    Indenture and the Private




    

    C-1








 






    Placement Legend are not required in order to maintain
    compliance with the Securities Act and (iv) the beneficial
    interest is being acquired in compliance with any applicable
    blue sky securities laws of any state of the United States.



 



    (d) [     ] CHECK IF EXCHANGE IS
    FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
    NOTE. In connection with the Owner’s Exchange of a
    Restricted Definitive Note for an Unrestricted Definitive Note,
    the Owner hereby certifies (i) the Unrestricted Definitive
    Note is being acquired for the Owner’s own account without
    transfer, (ii) such Exchange has been effected in
    compliance with the transfer restrictions applicable to
    Restricted Definitive Notes and pursuant to and in accordance
    with the Securities Act, (iii) the restrictions on transfer
    contained in the Indenture and the Private Placement Legend are
    not required in order to maintain compliance with the Securities
    Act and (iv) the Unrestricted Definitive Note is being
    acquired in compliance with any applicable blue sky securities
    laws of any state of the United States.



 



    2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR
    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR
    RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
    RESTRICTED GLOBAL NOTES



 



    (a) [     ] CHECK IF EXCHANGE IS
    FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
    RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
    the Owner’s beneficial interest in a Restricted Global Note
    for a Restricted Definitive Note with an equal principal amount,
    the Owner hereby certifies that the Restricted Definitive Note
    is being acquired for the Owner’s own account without
    transfer. Upon consummation of the proposed Exchange in
    accordance with the terms of the Indenture, the Restricted
    Definitive Note issued will continue to be subject to the
    restrictions on transfer enumerated in the Private Placement
    Legend printed on the Restricted Definitive Note and in the
    Indenture and the Securities Act.



 



    (b) [     ] CHECK IF EXCHANGE
    IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST
    IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of
    the Owner’s Restricted Definitive Note for a beneficial
    interest in the [CHECK ONE]
    [          ] 144A
    Global
    Note [          ] Regulation S
    Global Note, with an equal principal amount, the Owner hereby
    certifies (i) the beneficial interest is being acquired for
    the Owner’s own account without transfer and (ii) such
    Exchange has been effected in compliance with the transfer
    restrictions applicable to the Restricted Global Notes and
    pursuant to and in accordance with the Securities Act, and in
    compliance with any applicable blue sky securities laws of any
    state of the United States. Upon consummation of the proposed
    Exchange in accordance with the terms of the Indenture, the
    beneficial interest issued will be subject to the restrictions
    on transfer enumerated in the Private Placement Legend printed
    on the relevant Restricted Global Note and in the Indenture and
    the Securities Act.



 



    This certificate and the statements contained herein are made
    for your benefit and the benefit of the Issuer and are
    dated          .



 



    [Insert Name of Transferor]



 


 


			
	 	    By: 
	
        









    Name:



			
	 	    Title: 
	





 



    Dated:            




    

    C-2








 







    EXHIBIT D

    



 




    [FORM OF
    SUPPLEMENTAL INDENTURE

    





    TO BE
    DELIVERED BY SUBSEQUENT GUARANTORS]



 



    Supplemental Indenture (this “Supplemental
    Indenture”), dated as
    of          ,
    among          
    (the “Guaranteeing Subsidiary”), a subsidiary
    of CMP Susquehanna Corp., a Delaware corporation (the
    “Issuer”), and Wells Fargo Bank, N.A., as trustee (the
    “Trustee”).



 




    W I T N E
    S S E T H



 



    WHEREAS, each of CMP Susquehanna Corp. and the Guarantors (as
    defined in the Indenture referred to below) has heretofore
    executed and delivered to the Trustee an indenture (the
    “Indenture”), dated as of March 26, 2009,
    providing for the issuance of an unlimited aggregate principal
    amount of Variable Rate Senior Subordinated Secured Second Lien
    Notes due 2014 (the “Notes”);



 



    WHEREAS, the Indenture provides that under certain circumstances
    the Guaranteeing Subsidiary shall execute and deliver to the
    Trustee a supplemental indenture pursuant to which the
    Guaranteeing Subsidiary shall unconditionally guarantee all of
    the Issuer’s Obligations under the Notes and the Indenture
    on the terms and conditions set forth herein and under the
    Indenture (the “Guarantee”); and



 



    WHEREAS, pursuant to Section 9.01 of the Indenture, the
    Trustee is authorized to execute and deliver this Supplemental
    Indenture.



 



    NOW THEREFORE, in consideration of the foregoing and for other
    good and valuable consideration, the receipt of which is hereby
    acknowledged, the parties mutually covenant and agree for the
    equal and ratable benefit of the Holders of the Notes as follows:



 



    1.  Capitalized
    Terms.  Capitalized terms used herein without
    definition shall have the meanings assigned to them in the
    Indenture.



 



    2.  Agreement to
    Guarantee.  The Guaranteeing Subsidiary hereby
    agrees as follows:



 



    (a) Along with all Guarantors named in the Indenture, to
    jointly and severally unconditionally guarantee to each Holder
    of a Note authenticated and delivered by the Trustee and to the
    Trustee and its successors and assigns, irrespective of the
    validity and enforceability of the Indenture, the Notes or the
    obligations of the Issuer hereunder or thereunder, that:



 



    (i) the principal of and interest, premium, if any, on the
    Notes will be promptly paid in full when due, whether at
    maturity, by acceleration, redemption or otherwise, and interest
    on the overdue principal of and interest on the Notes, if any,
    if lawful, and all other obligations of the Issuer to the
    Holders or the Trustee hereunder or thereunder will be promptly
    paid in full or performed, all in accordance with the terms
    hereof and thereof; and



 



    (ii) in case of any extension of time of payment or renewal
    of any Notes or any of such other obligations, that same will be
    promptly paid in full when due or performed in accordance with
    the terms of the extension or renewal, whether at stated
    maturity, by acceleration or otherwise. Failing payment when due
    of any amount so guaranteed or any performance so guaranteed for
    whatever reason, the Guarantors and the Guaranteeing Subsidiary
    shall be jointly and severally obligated to pay the same
    immediately. This is a guarantee of payment and not a guarantee
    of collection.



 



    (b) The obligations hereunder shall be unconditional,
    irrespective of the validity, regularity or enforceability of
    the Notes or the Indenture, the absence of any action to enforce
    the same, any waiver or consent by any Holder of the Notes with
    respect to any provisions hereof or thereof, the recovery of any
    judgment against the Issuer, any action to enforce the same or
    any other circumstance which might otherwise constitute a legal
    or equitable discharge or defense of a guarantor.




    

    D-1








 





 



    (c) The following is hereby waived: diligence, presentment,
    demand of payment, filing of claims with a court in the event of
    insolvency or bankruptcy of the Issuer, any right to require a
    proceeding fast against the Issuer, protest, notice and all
    demands whatsoever.



 



    (d) This Guarantee shall not be discharged except by
    complete performance of the obligations contained in the Notes,
    the Indenture and this Supplemental Indenture, and the
    Guaranteeing Subsidiary accepts all obligations of a Guarantor
    under the Indenture.



 



    (e) If any Holder or the Trustee is required by any court
    or otherwise to return to the Issuer, the Guarantors (including
    the Guaranteeing Subsidiary), or any custodian, trustee,
    liquidator or other similar official acting in relation to
    either the Issuer or the Guarantors, any amount paid either to
    the Trustee or such Holder, this Guarantee, to the extent
    theretofore discharged, shall be reinstated in full force and
    effect.



 



    (f) The Guaranteeing Subsidiary shall not be entitled to
    any right of subrogation in relation to the Holders in respect
    of any obligations guaranteed hereby until payment in full of
    all obligations guaranteed hereby.



 



    (g) As between the Guaranteeing Subsidiary, on the one
    hand, and the Holders and the Trustee, on the other hand,
    (x) the maturity of the obligations guaranteed hereby may
    be accelerated as provided in Article 6 of the Indenture
    for the purposes of this Guarantee, notwithstanding any stay,
    injunction or other prohibition preventing such acceleration in
    respect of the obligations guaranteed hereby, and (y) in
    the event of any declaration of acceleration of such obligations
    as provided in Article 6 of the Indenture, such obligations
    (whether or not due and payable) shall forthwith become due and
    payable by the Guaranteeing Subsidiary for the purpose of this
    Guarantee.



 



    (h) The Guaranteeing Subsidiary shall have the right to
    seek contribution from any non-paying Guarantor so long as the
    exercise of such right does not impair the rights of the Holders
    under this Guarantee.



 



    (i) Pursuant to Section 12.02 of the Indenture, after
    giving effect to all other contingent and fixed liabilities that
    are relevant under any applicable Bankruptcy or fraudulent
    conveyance laws, and after giving effect to any collections
    from, rights to receive contribution from or payments made by or
    on behalf of any other Guarantor in respect of the obligations
    of such other Guarantor under Article 12 of the Indenture,
    this new Guarantee shall be limited to the maximum amount
    permissible such that the obligations of such Guaranteeing
    Subsidiary under this Guarantee will not constitute a fraudulent
    transfer or conveyance.



 



    (j) This Guarantee shall remain in full force and effect
    and continue to be effective should any petition be filed by or
    against the Issuer for liquidation, reorganization, should the
    Issuer become insolvent or make an assignment for the benefit of
    creditors or should a receiver or trustee be appointed for all
    or any significant part of the Issuer’s assets, and shall,
    to the fullest extent permitted by law, continue to be effective
    or be reinstated, as the case may be, if at any time payment and
    performance of the Notes are, pursuant to applicable law,
    rescinded or reduced in amount, or must otherwise be restored or
    returned by any obligee on the Notes and Guarantee, whether as a
    “voidable preference”, “fraudulent transfer”
    or otherwise, all as though such payment or performance had not
    been made. In the event that any payment or any part thereof, is
    rescinded, reduced, restored or returned, the Note shall, to the
    fullest extent permitted by law, be reinstated and deemed
    reduced only by such amount paid and not so rescinded, reduced,
    restored or returned.



 



    (k) In case any provision of this Guarantee shall be
    invalid, illegal or unenforceable, the validity, legality, and
    enforceability of the remaining provisions shall not in any way
    be affected or impaired thereby.



 



    (l) This Guarantee shall be a second-priority senior
    subordinated secured obligation of such Guaranteeing Subsidiary,
    and shall be subordinated in right of payment to all existing
    and future Senior Indebtedness of the Guaranteeing Subsidiary,
    if any.




    

    D-2








 





 



    (m) Each payment to be made by the Guaranteeing Subsidiary
    in respect of this Guarantee shall be made without set-off,
    counterclaim, reduction or diminution of any kind or nature.



 



    3.  Execution and
    Delivery.  The Guaranteeing Subsidiary agrees
    that the Guarantee shall remain in full force and effect
    notwithstanding the absence of the endorsement of any notation
    of such Guarantee on the Notes.



 



    4.  Merger, Consolidation or Sale of All or
    Substantially All Assets.



 



    (a) Except as otherwise provided in Section 5.01(c) of
    the Indenture, the Guaranteeing Subsidiary may not consolidate
    or merge with or into or wind up into (whether or not the Issuer
    or Guaranteeing Subsidiary is the surviving corporation), or
    sell, assign, transfer, lease, convey or otherwise dispose of
    all or substantially all of its properties or assets, in one or
    more related transactions, to any Person unless:



 



    (i) (A) the Guaranteeing Subsidiary is the surviving
    corporation or the Person formed by or surviving any such
    consolidation or merger (if other than the Guaranteeing
    Subsidiary) or to which such sale, assignment, transfer, lease,
    conveyance or other disposition will have been made is a
    corporation organized or existing under the laws of the
    jurisdiction of organization of the Guaranteeing Subsidiary, as
    the case may be, or the laws of the United States, any state
    thereof, the District of Columbia, or any territory thereof (the
    Guaranteeing Subsidiary or such Person, as the case may be,
    being herein called the “Successor Person”);



 



    (B) the Successor Person, if other than the Guaranteeing
    Subsidiary, expressly assumes all the obligations of the
    Guaranteeing Subsidiary under the Indenture and the Guaranteeing
    Subsidiary’s related Guarantee pursuant to supplemental
    indentures or other documents or instruments in form reasonably
    satisfactory to the Trustee;



 



    (C) immediately after such transaction, no Default
    exists; and



 



    (D) the Issuer shall have delivered to the Trustee an
    Officer’s Certificate and an Opinion of Counsel, each
    stating that such consolidation, merger or transfer and such
    supplemental indentures, if any, comply with the
    Indenture; or



 



    (ii) the transaction is made in compliance with
    Section 4.10 of the Indenture;



 



    (b) Subject to certain limitations described in the
    Indenture, the Successor Person will succeed to, and be
    substituted for, the Guaranteeing Subsidiary under the Indenture
    and the Guaranteeing Subsidiary’s Guarantee.
    Notwithstanding the foregoing, the Guaranteeing Subsidiary may
    merge into or transfer all or part of its properties and assets
    to another Guarantor or the Issuer.



 



    5.  Releases.  The Guarantee
    of the Guaranteeing Subsidiary shall be automatically and
    unconditionally released and discharged, and no further action
    by the Guaranteeing Subsidiary, the Issuer or the Trustee is
    required for the release of the Guaranteeing Subsidiary’s
    Guarantee, upon:



 



    (i) (A) any sale, exchange or transfer (by merger or
    otherwise) of the Capital Stock of the Guaranteeing Subsidiary
    (including any sale, exchange or transfer), after which the
    Guaranteeing Subsidiary is no longer a Restricted Subsidiary (in
    the case of Subsidiary Guarantors) or all or substantially all
    the assets of the Guaranteeing Subsidiary which sale, exchange
    or transfer is made in compliance with the applicable provisions
    of the Indenture;



 



    (B) the release or discharge of the guarantee by the
    Guaranteeing Subsidiary of the Senior Credit Facilities or the
    guarantee which resulted in the creation of the Guarantee,
    except a discharge or release by or as a result of payment under
    such guarantee;



 



    (C) the designation of the Guaranteeing Subsidiary as an
    Unrestricted Subsidiary in compliance with Section 4.07(c)
    of the Indenture; or



 



    (D) the Issuer exercising its Legal Defeasance option or
    Covenant Defeasance option in accordance with Article 8 of
    the Indenture or the Issuer’s obligations under the
    Indenture being discharged in accordance with the terms of the
    Indenture; and




    

    D-3








 





 



    (ii) delivery by the Guaranteeing Subsidiary to the Trustee
    of an Officer’s Certificate and an Opinion of Counsel, each
    stating that all conditions precedent provided for in the
    Indenture relating to such transaction have been complied with.



 



    6.  No Recourse Against
    Others.  No director, officer, employee,
    incorporator or stockholder of the Guaranteeing Subsidiary shall
    have any liability for any obligations of the Issuer or the
    Guarantors (including the Guaranteeing Subsidiary) under the
    Notes, any Guarantees, the Indenture or .this Supplemental
    Indenture or for any claim based on, in respect of, or by reason
    of, such obligations or their creation. Each Holder by accepting
    Notes waives and releases all such liability. The waiver and
    release are part of the consideration for issuance of the Notes.



 



    7.  Governing Law.  THIS
    SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
    ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



 



    8.  Counterparts.   The
    parties may sign any number of copies of this Supplemental
    Indenture. Each signed copy shall be an original, but all of
    them together represent the same agreement.



 



    9.  Effect of Headings.  The
    Section headings herein are for convenience only and shall not
    affect the construction hereof.



 



    10.  The Trustee.  The Trustee
    shall not be responsible in any manner whatsoever for or in
    respect of the validity or sufficiency of this Supplemental
    Indenture or for or in respect of the recitals contained herein,
    all of which recitals are made solely by the Guaranteeing
    Subsidiary.



 



    11.  Subrogation.  The
    Guaranteeing Subsidiary shall be subrogated to all rights of
    Holders of Notes against the Issuer in respect of any amounts
    paid by the Guaranteeing Subsidiary pursuant to the provisions
    of Section 2 hereof and Section 12.01 of the
    Indenture; provided that, if an Event of Default has
    occurred and is continuing, the Guaranteeing Subsidiary shall
    not be entitled to enforce or receive any payments arising out
    of, or based upon, such right of subrogation until all amounts
    then due and payable by the Issuer under the Indenture or the
    Notes shall have been paid in full.



 



    12.  Benefits
    Acknowledged.  The Guaranteeing
    Subsidiary’s Guarantee is subject to the terms and
    conditions set forth in the Indenture. The Guaranteeing
    Subsidiary acknowledges that it will receive direct and indirect
    benefits from the financing arrangements contemplated by the
    Indenture and this Supplemental Indenture and that the guarantee
    and waivers made by it pursuant to this Guarantee are knowingly
    made in contemplation of such benefits.



 



    13.  Successors.  All
    agreements of the Guaranteeing Subsidiary in this Supplemental
    Indenture shall bind its Successors, except as otherwise
    provided in Section 2(k) hereof or elsewhere in this
    Supplemental Indenture. All agreements of the Trustee in this
    Supplemental Indenture shall bind its successors.




    

    D-4








 






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



 



    [GUARANTEEING SUBSIDIARY]



 


			
	 	    By: 
	
        









    Name:      



			
	 	    Title: 
	





 



    WELLS FARGO BANK, N.A., as Trustee



 


			
	 	    By: 
	
        









    Name:      



			
	 	    Title: 
	






    

    D-5








 







    EXHIBIT E

    



 




    FORM OF
    INTERCREDITOR AGREEMENT



 



    See attached.




    

    E-1








 







    INTERCREDITOR
    AGREEMENT



 



    This INTERCREDITOR AGREEMENT, dated as of
    March [  ], 2009, is entered into by and among
    CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation
    (“Holdings”), CMP SUSQUEHANNA CORP., a Delaware
    corporation (the “Borrower”), each other
    Grantor (as hereinafter defined) from time to time party hereto,
    DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as
    collateral agent under the First-Lien Credit Documents (as
    defined below) (together with its successors and assigns in such
    capacity from time to time, the “First-Lien Collateral
    Agent”), and WELLS FARGO BANK, N.A., in its capacity as
    collateral agent under the Second-Lien Subordinated
    Notes Documents (as defined below) (together with its
    successors and assigns in such capacity from time to time, the
    “Second-Lien Collateral Agent”). Capitalized
    terms used herein but not otherwise defined herein have the
    meanings set forth in Section 1 below.



 




    RECITALS



 



    WHEREAS, Holdings, the Borrower, the First-Lien Lenders party
    thereto from time to time, and Deutsche Bank Trust Company
    Americas, as administrative agent (in such capacity and together
    with any successors and assigns in such capacity, the
    “First-Lien Administrative Agent”), are party
    to that certain Credit Agreement, dated as of May 5, 2006
    (as amended, restated, supplemented, modified
    and/or
    Refinanced from time to time, the “First-Lien Credit
    Agreement”), providing for the making of term and
    revolving loans to the Borrower, and the issuance of, and
    participation in, letters of credit for the account of the
    Borrower, all as provided therein;



 



    WHEREAS, on March 9, 2009, the Borrower commenced an
    exchange offer and solicitation of consents (the
    “Exchange Offer”) pursuant to which it sought
    to exchange $187.6 million aggregate principal amount of
    97/8% senior
    subordinated unsecured notes due 2014 for up to
    $15.0 million initial aggregate principal amount of
    Variable Rate Senior Subordinated Secured Second Lien Notes due
    2014 (as amended, restated, supplemented, modified
    and/or
    Refinanced from time to time, the “Second-Lien
    Subordinated Notes”), as well as preferred stock and
    warrants, which Exchange Offer was completed on
    March [  ], 2009;



 



    WHEREAS, the Second-Lien Subordinated Notes were issued on
    [          ],
    2009 pursuant to that certain Indenture (as amended, restated,
    supplemented, modified
    and/or
    Refinanced from time to time, the “Second-Lien
    Subordinated Notes Indenture”), dated as of
    March 26, 2009, among the Borrower, the Subsidiary
    Guarantors thereunder, and Wells Fargo Bank, N.A., as Indenture
    Trustee (in such capacity, and together with any successors and
    assigns in such capacity, the “Second-Lien Subordinated
    Notes Trustee”);



 



    WHEREAS, the obligations of the Borrower and the other Grantors
    under the First-Lien Documents are secured by substantially all
    the assets of the Borrower and the other Grantors, respectively,
    pursuant to the terms of the First-Lien Security Documents;



 



    WHEREAS, the obligations of the Borrower and the other Grantors
    under the Second-Lien Subordinated Notes Documents will be
    secured by substantially all the assets of the Borrower and the
    other Grantors, respectively, pursuant to the terms of the
    Second-Lien Subordinated Security Documents;



 



    WHEREAS, the First-Lien Credit Documents and the Second-Lien
    Subordinated Notes Documents provide, among other things,
    that the parties thereto shall set forth in this Agreement their
    respective rights and remedies with respect to the Collateral.



 



    WHEREAS, in order to induce the First-Lien Collateral Agent and
    the First-Lien Creditors to consent to the Grantors incurring
    the Second-Lien Subordinated Obligations and to induce the
    First-Lien Creditors to enter into the First Amendment, continue
    to extend credit and other financial accommodations and continue
    to lend monies to or for the benefit of the Borrower or any
    other Grantor, the Second-Lien Collateral Agent on behalf of the
    Second-Lien Creditors (and each Second-Lien Creditor by its
    acceptance of the benefits of the Second-Lien Subordinated
    Security Documents) has agreed to the subordination,
    intercreditor and other provisions set forth in this
    Agreement; and



 



    WHEREAS, the Borrower and the other Grantors may, from time to
    time, incur additional secured debt which the Borrower and the
    First-Lien Collateral Agent may agree may share a first-priority
    security interest in the Collateral in accordance with the
    First-Lien Credit Documents in existence at the time of such
    incurrence;




    

    E-2








 





 



    NOW, THEREFORE, in consideration of the foregoing, the mutual
    covenants and obligations herein set forth and for other good
    and valuable consideration, the sufficiency and receipt of which
    are hereby acknowledged, the parties hereto, intending to be
    legally bound, hereby agree as follows:



 



    Section 1.  Definitions.



 



    1.1  Defined Terms.  As used in this
    Agreement, the following terms shall have the following meanings:



 



    “Agreement” means this Intercreditor
    Agreement, as amended, restated, renewed, extended, supplemented
    and/or
    otherwise modified from time to time in accordance with the
    terms hereof.



 



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



 



    “Bankruptcy Law” means the Bankruptcy
    Code and any similar federal, state or foreign law for the
    relief of debtors.



 



    “Borrower” has the meaning set forth in
    the first paragraph of this Agreement.



 



    “Business Day” means a day other than a
    Saturday, Sunday or other day on which banking institutions are
    authorized or required by law or other government action to
    close in the State of New York.



 



    “Cash Collateral” has the meaning set
    forth in Section 363(a) of the Bankruptcy Code.



 



    “Cash Management Bank” means any
    First-Lien Lender or affiliate of a First-Lien Lender providing
    Cash Management Services to Holdings, the Borrower or any
    Restricted Subsidiary (as defined in the First-Lien Credit
    Agreement).



 



    “Cash Management Obligations” means all
    obligations owing by Holdings, the Borrower or any Restricted
    Subsidiary (as defined in the First-Lien Credit Agreement) to
    any Cash Management Bank in respect of any Cash Management
    Services (including, without limitation, indemnities, fees and
    interest thereon and all interest and fees that accrue on or
    after the commencement of any Insolvency or Liquidation
    Proceeding at the rate provided for in the respective documents
    governing the Cash Management Services, whether or not a claim
    for post-petition interest or fees is allowed in any such
    Insolvency or Liquidation Proceeding), now existing or hereafter
    incurred under, arising out of or in connection with such Cash
    Management Services, and the due performance and compliance by
    Holdings, the Borrower and each Grantor with the terms,
    conditions and agreements of such Cash Management Services.



 



    “Cash Management Services” means
    treasury, depository
    and/or cash
    management services or any automated clearing house transfer
    services.



 



    “Collateral” means all of the assets and
    property of any Grantor, whether real, personal or mixed,
    constituting First-Lien Collateral
    and/or
    Second-Lien Collateral.



 



    “Collateral Agent” means, as the context
    requires, collectively, the First-Lien Collateral Agent and the
    Second-Lien Collateral Agent.



 



    “Comparable Second-Lien Subordinated Security
    Document” means, in relation to any Shared
    Collateral subject to any Lien created under any First-Lien
    Security Document, that Second-Lien Subordinated Security
    Document which creates a Lien on the same Shared Collateral,
    granted by the same Grantor.



 



    “Creditors” means, collectively, the
    First-Lien Creditors and the Second-Lien Creditors.



 



    “Defaulting Creditor” has the meaning
    set forth in Section 5.7(d) hereof.



 



    “Discharge of First-Lien Credit Agreement
    Obligations” means, except to the extent otherwise
    provided in Section 5.6 hereof (and subject to
    Section 6.5 hereof), (a) payment in full in cash of
    the principal of and interest (including interest accruing on or
    after the commencement of any Insolvency or Liquidation
    Proceeding at the rate provided for in the respective First-Lien
    Credit Documents, whether or not such interest would be allowed
    in such Insolvency or Liquidation Proceeding) and premium, if
    any, on all Indebtedness outstanding under the First-Lien Credit
    Documents, (b) payment in full in cash of all other




    

    E-3








 






    First-Lien Obligations (other than Hedging Obligations and Cash
    Management Obligations) that are due and payable or otherwise
    accrued and owing at or prior to the time such principal and
    interest are paid, (c) termination (without any prior
    demand for payment thereunder having been made or, if made, with
    such demand having been fully reimbursed in cash) or cash
    collateralization (in an amount and manner, and on terms,
    satisfactory to the First-Lien Collateral Agent) of all letters
    of credit issued by any First-Lien Creditor and
    (d) termination of all other commitments of the First-Lien
    Creditors under the First-Lien Credit Documents.



 



    “Discharge of First-Lien Obligations”
    means, except to the extent otherwise provided in
    Section 5.6 hereof (and subject to Section 6.5
    hereof), (a) payment in full in cash of the principal of
    and interest (including interest accruing on or after the
    commencement of any Insolvency or Liquidation Proceeding at the
    rate provided for in the respective First-Lien Document, whether
    or not such interest would be allowed in any such Insolvency or
    Liquidation Proceeding) and premium, if any, on all Indebtedness
    outstanding under the First-Lien Documents, (b) payment in
    full in cash of all other First-Lien Obligations that are due
    and payable or otherwise accrued and owing at or prior to the
    time such principal, interest and premium are paid,
    (c) termination (without any prior demand for payment
    thereunder having been made or, if made, with such demand having
    been fully reimbursed in cash) or cash collateralization (in an
    amount and manner, and on terms, satisfactory to the First-Lien
    Collateral Agent) of all letters of credit, Secured Hedge
    Agreements and Cash Management Services issued or entered into,
    as the case may be, by any First-Lien Creditor and
    (d) termination of all other commitments of the First-Lien
    Creditors under the First-Lien Credit Documents.



 



    “Disposition” has the meaning set forth
    in Section 5.1(a)(ii) hereof.



 



    “Eligible Purchaser” has the meaning set
    forth in Section 5.7(a) hereof.



 



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



 



    “Exchange Offer” has the meaning set
    forth in the recitals hereto.



 



    “Excluded Collateral” means all Equity
    Interests of the Borrower and its Subsidiaries, debt securities
    (including intercompany notes) held by Holdings, the Borrower
    and each Subsidiary Guarantor, all leased and owned real
    property of Holdings, the Borrower and each Subsidiary Guarantor
    and all other “Excluded Property” (or comparable term)
    under, and as defined in, the Second-Lien Subordinated
    Notes Documents (as in effect on the date hereof).



 



    “First Amendment” means that certain
    First Amendment to Credit Agreement; and First Amendment to
    Security Agreement, dated as of March [  ], 2009,
    among Borrower, Holdings, the Subsidiary Guarantors party
    thereto, the First-Lien Lenders, and the First-Lien
    Administrative Agent.



 



    “First-Lien Administrative Agent” has
    the meaning set forth in the recitals hereto.



 



    “First-Lien Collateral” means all of the
    assets and property of any Grantor, whether real, personal or
    mixed, with respect to which a Lien is granted (or purported to
    be granted) as security for any First-Lien Obligations.



 



    “First-Lien Collateral Agent” has the
    meaning provided in the first paragraph of this Agreement.



 



    “First-Lien Credit Agreement” has the
    meaning set forth in the recitals hereto.



 



    “First-Lien Credit Documents” means the
    First-Lien Credit Agreement and the other Loan Documents (as
    defined in the First-Lien Credit Agreement) and each of the
    other agreements, documents and instruments providing for or
    evidencing any other First-Lien Obligation and any other
    document or instrument executed or delivered at any time in
    connection with any First-Lien Obligation (including any
    intercreditor or joinder agreement among holders of First-Lien
    Obligations but excluding Secured Hedge Agreements and the
    documents governing the Cash Management Obligations), to the
    extent such are effective at the relevant time, as each may be
    amended, modified, restated, supplemented, replaced
    and/or
    Refinanced from time to time.




    

    E-4








 





 



    “First-Lien Creditors” means, at any
    relevant time, the holders of First-Lien Obligations at such
    time, including, without limitation, the First-Lien Lenders, the
    Hedge Banks, the Cash Management Banks, the First-Lien
    Collateral Agent, the First-Lien Administrative Agent and the
    other agents and arrangers under the First-Lien Credit Agreement.



 



    “First-Lien Documents” means and
    includes the First-Lien Credit Documents, the Secured Hedge
    Agreements entered into with one or more Hedge Banks and the
    documents governing the Cash Management Obligations.



 



    “First-Lien Guarantors” means Holdings,
    the Borrower and any Subsidiary Guarantor under the First Lien
    Credit Agreement.



 



    “First-Lien Lenders” means the
    “Lenders” under, and as defined in, the First-Lien
    Credit Agreement; provided that the term “First-Lien
    Lender” shall in any event also include each letter of
    credit issuer and each swingline lender under the First-Lien
    Credit Agreement.



 



    “First-Lien Obligations” means
    (i) all Obligations outstanding under the First-Lien Credit
    Agreement and the other First-Lien Credit Documents,
    (ii) all Hedging Obligations and (iii) all Cash
    Management Obligations. “First-Lien
    Obligations” shall in any event include: (a) all
    interest accrued or accruing (or which would, absent
    commencement of an Insolvency or Liquidation Proceeding (and the
    effect of provisions such as Section 502(b)(2) of the
    Bankruptcy Code), accrue) on or after the commencement of an
    Insolvency or Liquidation Proceeding in accordance with the rate
    specified in the relevant First-Lien Document, whether or not
    the claim for such interest is allowed as a claim in such
    Insolvency or Liquidation Proceeding, (b) any and all fees
    and expenses (including attorneys’
    and/or
    financial consultants’ fees and expenses) incurred by the
    First-Lien Collateral Agent, the First-Lien Administrative Agent
    and the First-Lien Creditors on or after the commencement of an
    Insolvency or Liquidation Proceeding, whether or not the claim
    for fees and expenses is allowed under Section 506(b) of
    the Bankruptcy Code or any other provision of the Bankruptcy
    Code or Bankruptcy Law as a claim in such Insolvency or
    Liquidation Proceeding, and (c) all obligations and
    liabilities of each Grantor under each First-Lien Document to
    which it is a party which, but for the automatic stay under
    Section 362(a) of the Bankruptcy Code, would become due.



 



    “First-Lien Required Lenders” means the
    “Required Lenders” under, and as defined in, the
    First-Lien Credit Agreement.



 



    “First-Lien Security Agreement” means
    the Security Agreement, dated as of May 5, 2006, among the
    Borrower, the other Grantors from time to time party thereto and
    the First-Lien Collateral Agent, as the same may be amended,
    supplemented, restated, modified
    and/or
    Refinanced from time to time.



 



    “First-Lien Security Documents” means
    the First-Lien Security Agreement, each Mortgage encumbering a
    Mortgaged Property (each as defined in the First-Lien Credit
    Agreement) and any other agreement, document, mortgage or
    instrument pursuant to which a Lien is granted (or purported to
    be granted) securing any First-Lien Obligations or under which
    rights or remedies with respect to such Liens are governed, as
    the same may be amended, supplemented, restated, modified
    and/or
    Refinanced from time to time.



 



    “Governmental Authority” means the
    government of the United States of America 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 entity exercising executive,
    legislative, judicial, taxing, regulatory or administrative
    powers or functions of or pertaining to government (including
    any supranational bodies such as the European Union or the
    European Central Bank).



 



    “Grantors” means Holdings, the Borrower
    and each of the Subsidiary Guarantors that have executed and
    delivered, or may from time to time hereafter execute and
    deliver, a First-Lien Security Document or a Second-Lien
    Subordinated Security Document.



 



    “Hedge Bank” means any Person that is a
    First-Lien Lender or an affiliate of a First-Lien Creditor at
    the time it enters into a Secured Hedge Agreement, in its
    capacity as a party thereto, and such Person’s successors
    and assigns.




    

    E-5








 





 



    “Hedging Obligations” means (i) the
    full and prompt payment when due (whether at the stated
    maturity, by acceleration or otherwise) of all obligations
    (including obligations which, but for the automatic stay under
    Section 362(a) of the Bankruptcy Code, would become due)
    and liabilities (including, without limitation, indemnities,
    fees and interest thereon and all interest and fees that accrue
    on or after the commencement of any Insolvency or Liquidation
    Proceeding at the rate provided for in the respective Secured
    Hedge Agreement, whether or not a claim for post-petition
    interest or fees is allowed in any such Insolvency or
    Liquidation Proceeding) of each Grantor owing to the Hedge
    Banks, now existing or hereafter incurred under, arising out of
    or in connection with each Secured Hedge Agreement (including
    all such obligations and indebtedness under any guarantee of any
    such Secured Hedge Agreement to which each Grantor is a party)
    and (ii) the due performance and compliance by each Grantor
    with the terms, conditions and agreements of each Secured Hedge
    Agreement.



 



    “Indebtedness” means and includes all
    Obligations that constitute “Indebtedness” within the
    meaning of the First-Lien Credit Agreement or the Second-Lien
    Subordinated Notes Indenture.



 



    “Insolvency or Liquidation Proceeding”
    means (a) any voluntary or involuntary case or proceeding
    under the Bankruptcy Code with respect to any Grantor,
    (b) any other voluntary or involuntary insolvency,
    reorganization or bankruptcy case or proceeding, or any
    receivership, liquidation, reorganization or other similar case
    or proceeding with respect to any Grantor or with respect to a
    material portion of its respective assets, (c) any
    liquidation, dissolution, reorganization or winding up of any
    Grantor, whether voluntary or involuntary and whether or not
    involving insolvency or bankruptcy or (d) any assignment
    for the benefit of creditors or any other marshalling of assets
    and liabilities of any Grantor.



 



    “Letters of Credit” means “Letters
    of Credit” under, and as defined in, the First-Lien Credit
    Agreement.



 



    “Lien” means any mortgage, pledge,
    security interest, hypothecation, assignment, deposit
    arrangement, encumbrance, lien (statutory or other), charge
    preference, priority or other security interest or agreement, or
    preferential payment of any kind or nature whatsoever
    (including, without limitation, any agreement to give any of the
    foregoing, any conditional sale or other title retention
    agreement, any easement, right of way or other encumbrance on
    title to real property, any financing or similar statement or
    notice filed under the UCC or any other similar recording or
    notice statute, and any Capitalized Lease (as defined in the
    First-Lien Credit Agreement) having substantially the same
    effect as any of the foregoing).



 



    “Loans” means “Loans” under,
    and as defined in, the First-Lien Credit Agreement.



 



    “New Agent” has the meaning set forth in
    Section 5.6 hereof.



 



    “Obligations” means any and all
    obligations (including guaranty obligations) with respect to the
    payment and performance of (a) any principal of or interest
    or premium on any indebtedness, including any reimbursement
    obligation in respect of any letter of credit, or any other
    liability, including interest or any premium that accrues on or
    after the commencement of any Insolvency or Liquidation
    Proceeding of any Grantor at the rate provided for in the
    respective documentation, whether or not a claim for
    post-petition interest or premium is allowed in any such
    Insolvency or Liquidation Proceeding, (b) any fees,
    indemnification obligations, expense reimbursement obligations
    or other liabilities payable under the documentation governing
    any indebtedness (including, without limitation, the retaking,
    holding, selling or otherwise disposing of or realizing on the
    Collateral), (c) any obligation to post cash collateral in
    respect of letters of credit or any other obligations, and
    (d) all performance obligations under the documentation
    governing any indebtedness.



 



    “Other First-Lien Obligations” shall
    mean the Hedging Obligations and the Cash Management Obligations.



 



    “Parity Lien Debt” means any additional
    notes and any other Indebtedness having substantially identical
    terms as the Second-Lien Subordinated Notes (other than issue
    date, issue price, interest rate, yield and redemption terms)
    and issued under an indenture substantially identical to the
    Second-Lien Subordinated Notes Indenture and any
    Indebtedness that refinances or refunds (or successive
    refinancing and refunding) such additional notes and other
    Indebtedness, and all Obligations with respect to such
    additional notes and other Indebtedness; provided,
    however, that such Indebtedness may (a) have a
    stated maturity date that is




    

    E-6








 






    equal to or longer than the Second-Lien Subordinated Notes,
    (b) contain terms and covenants that are less than
    restrictive than the terms and covenants under the Second-Lien
    Subordinated Notes and (c) contain terms and covenants that
    are more restrictive than the terms and covenants under the
    Second-Lien Subordinated Notes, so long as prior to or
    substantially simultaneously with the issuance of any such
    Indebtedness, the Second-Lien Subordinated Notes and the
    Second-Lien Subordinated Notes Indenture are amended to
    contain any more such restrictive terms and covenants; and
    provided, further that for purposes of this
    Agreement, “Parity Lien Debt” will only constitute
    “Parity Lien Debt” if the incurrence of the same is
    subordinated in right of payment to the First-Lien Obligations
    on the same terms as the Second-Lien Subordinated Notes and is
    otherwise permitted to be incurred pursuant to the terms of the
    First-Lien Documents and the Second-Lien Subordinated
    Notes Documents.



 



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



 



    “Pledged Collateral” means (a) the
    “Pledged Collateral” under, and as defined in, the
    First-Lien Security Agreement, and (b) any other Collateral
    in the possession of the First-Lien Collateral Agent (or its
    agents or bailees), to the extent that possession thereof is
    taken to perfect a Lien thereon under the Uniform Commercial
    Code or other applicable local law.



 



    “Post-Petition Financing” has the
    meaning set forth in Section 6.1 hereof.



 



    “Priority Lien” has the meaning set
    forth in Section 5.1(c) hereof.



 



    “Recovery” has the meaning set forth in
    Section 6.5 hereof.



 



    “Refinance” means, in respect of any
    indebtedness, to refinance, extend, renew, defease, amend,
    modify, supplement, restructure, replace, refund or repay, or to
    issue other indebtedness, in exchange or replacement for, such
    indebtedness. “Refinanced” and
    “Refinancing” shall have correlative meanings.



 



    “Remedial Action” has the meaning set
    forth in Section 5.1(a)(i) hereof.



 



    “Required First-Lien Creditors” means
    (i) at all times prior to the occurrence of the Discharge
    of First-Lien Credit Agreement Obligations, the First-Lien
    Required Lenders (or, to the extent required by the First-Lien
    Credit Agreement, each of the First-Lien Lenders), and
    (ii) at all times after the occurrence of the Discharge of
    First-Lien Credit Agreement Obligations, the holders of at least
    the majority of the then outstanding Other First-Lien
    Obligations (determined by the First-Lien Collateral Agent in
    such reasonable manner as is acceptable to it).



 



    “Second-Lien Collateral” means all of
    the assets of any Grantor, whether real, personal or mixed, with
    respect to which a Lien is granted (or purported to be granted)
    as security for any Second-Lien Subordinated Obligations, which,
    for the avoidance of doubt, does not include any Excluded
    Collateral.



 



    “Second-Lien Collateral Agent” has the
    meaning set forth in the first paragraph of this Agreement.



 



    “Second-Lien Creditors” means, at any
    relevant time, the holders of Second-Lien Subordinated
    Obligations at such time, including, without limitation, the
    Second-Lien Noteholders, the Second-Lien Collateral Agent,
    Second-Lien Subordinated Notes Trustee and any other agents
    under the Second-Lien Subordinated Notes Indenture.



 



    “Second-Lien Noteholders” means the
    “Holders” under, and as defined in, the Second-Lien
    Subordinated Notes Indenture.



 



    “Second-Lien Subordinated Obligations”
    means all Obligations outstanding under the Second-Lien
    Subordinated Notes Indenture and the other Second-Lien
    Subordinated Notes Documents. “Second-Lien
    Subordinated Obligations” shall in any event include:
    (a) all interest accrued or accruing (or which would,
    absent commencement of an Insolvency or Liquidation Proceeding
    (and the effect of provisions such as Section 502(b)(2) of
    the Bankruptcy Code), accrue) on or after commencement of an
    Insolvency or Liquidation Proceeding in accordance with the rate
    specified in the relevant Second-Lien Subordinated
    Notes Document whether or not the claim for such interest
    is allowed as a claim in such Insolvency or Liquidation




    

    E-7








 






    Proceeding, (b) any and all fees and expenses (including
    attorneys’
    and/or
    financial consultants’ fees and expenses) incurred by the
    Second-Lien Collateral Agent and the Second-Lien Creditors on or
    after the commencement of an Insolvency or Liquidation
    Proceeding, whether or not the claim for fees and expenses is
    allowed under Section 506(b) of the Bankruptcy Code or any
    other provision of the Bankruptcy Code or Bankruptcy Law as a
    claim in such Insolvency or Liquidation Proceeding, and
    (c) all obligations and liabilities of each Grantor under
    each Second-Lien Subordinated Notes Document to which it is
    a party which, but for the automatic stay under
    Section 362(a) of the Bankruptcy Code, would become due.



 



    “Second-Lien Subordinated Notes” has the
    meaning set forth in the recitals hereto.



 



    “Second-Lien Subordinated
    Notes Documents” means the Second-Lien
    Subordinated Notes Indenture, the Second-Lien Subordinated
    Security Agreement and each of the other agreements, documents
    and instruments providing for or evidencing any other
    Second-Lien Subordinated Obligation, and any other document or
    instrument executed or delivered at any time in connection with
    any Second-Lien Subordinated Obligation, to the extent such are
    effective at the relevant time, as the same may be amended,
    restated, supplemented, modified
    and/or
    Refinanced from time to time.



 



    “Second-Lien Subordinated
    Notes Indenture” has the meaning set forth in
    the recitals hereto.



 



    “Second-Lien Subordinated Notes Trustee” has
    the meaning set forth in the recitals hereto.



 



    “Second-Lien Subordinated Security
    Agreement” means the Security Agreement, dated as
    of March 26, 2009, among the Borrower, the other Grantors
    from time to time party thereto and the Second-Lien Collateral
    Agent, as the same may be amended, restated, supplemented,
    modified
    and/or
    Refinanced from time to time.



 



    “Second-Lien Subordinated Security
    Documents” means the Second-Lien Subordinated
    Security Agreement and any other agreement, document, mortgage
    or instrument pursuant to which a Lien is granted (or purported
    to be granted) securing any Second-Lien Subordinated Obligations
    or under which rights or remedies with respect to such Liens are
    governed, as the same may be amended, restated, supplemented,
    modified
    and/or
    Refinanced from time to time.



 



    “Secured Hedge Agreements” means and
    includes each Swap Contract permitted under the First-Lien
    Credit Agreement that is entered into by and between the
    Borrower, any First-Lien Guarantor or any Restricted Subsidiary
    (as defined in the First-Lien Credit Agreement) and any Hedge
    Bank.



 



    “Security Documents” means,
    collectively, the First-Lien Security Documents and the
    Second-Lien Subordinated Security Documents.



 



    “Shared Collateral” means all Collateral
    other than Excluded Collateral.



 



    “Subsidiary” of any Person means and
    includes (i) any corporation more than 50% of whose stock
    of any class or classes having by the terms thereof ordinary
    voting power to elect a majority of the directors of such
    corporation (irrespective of whether or not at the time stock of
    any class or classes of such corporation shall have or might
    have voting power by reason of the happening of any contingency)
    is at the time owned by such Person
    and/or one
    or more Subsidiaries of such Person and (ii) any
    partnership, limited liability company, association, joint
    venture or other entity (other than a corporation) in which such
    Person
    and/or one
    or more Subsidiaries of such Person has more than a 50% equity
    interest at the time.



 



    “Subsidiary Guarantors” means each
    Subsidiary of the Borrower which enters into a guaranty of any
    First-Lien Obligations or Second-Lien Subordinated Obligations.



 



    “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




    

    E-8








 






    confirmations, which are subject to the terms and conditions of,
    or governed by, any form of master agreement published by the
    International Swaps and Derivatives Association, Inc., any
    International Foreign Exchange Master Agreement, or any other
    master agreement, including any such obligations or liabilities
    under any such master agreement.



 



    “Uniform Commercial Code” or
    “UCC” means the Uniform Commercial Code
    as from time to time in effect in the relevant jurisdiction.



 



    1.2  Terms Generally.  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 (a) any definition of or
    reference to any agreement, instrument or other document herein
    shall be construed as referring to such agreement, instrument or
    other document as from time to time amended, supplemented,
    restated or otherwise modified, (b) any reference herein to
    any Person shall be construed to include such Person’s
    successors and assigns, (c) the words “herein”,
    “hereof” and “hereunder”, and words of
    similar import, shall be construed to refer to this Agreement in
    its entirety and not to any particular provision hereof,
    (d) all references herein to Exhibits or Sections shall be
    construed to refer to Exhibits or Sections of this Agreement,
    (e) 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, (f) terms defined in the UCC but not otherwise
    defined herein shall have the same meanings herein as are
    assigned thereto in the UCC, (g) a reference to any law
    means such law as amended, modified, codified, replaced or
    re-enacted, in whole or in part, and in effect on the date
    hereof, including rules, regulations, enforcement procedures and
    any interpretations promulgated thereunder, and
    (h) references to Sections or clauses shall refer to those
    portions of this Agreement, and any references to a clause
    shall, unless otherwise identified, refer to the appropriate
    clause within the same Section in which such reference occurs.



 



    Section 2.  Priority
    of Liens.



 



    2.1 Subordination; Etc.   Notwithstanding
    the date, manner or order of grant, attachment or perfection of
    any Liens securing the Second-Lien Subordinated Obligations
    granted on the Collateral or of any Liens securing the
    First-Lien Obligations granted on the Collateral and
    notwithstanding any provision of the UCC, any other applicable
    law, this Agreement, the First-Lien Documents or the Second-Lien
    Subordinated Notes Documents to the contrary, or any other
    circumstance whatsoever (including any non-perfection of any
    Lien purporting to secure the First-Lien Obligations
    and/or
    Second-Lien Subordinated Obligations), the Second-Lien
    Collateral Agent, on behalf of itself and the Second-Lien
    Creditors, and each other Second-Lien Creditor (by its
    acceptance of the benefits of the Second-Lien Subordinated
    Notes Documents) hereby agrees that: (a) any Lien on
    the Collateral securing any First-Lien Obligations now or
    hereafter held by or on behalf of the First-Lien Collateral
    Agent or any First-Lien Creditor or any agent or trustee
    therefor, regardless of how acquired, whether by grant,
    possession, statute, operation of law, subrogation or otherwise,
    shall be senior in all respects and prior to any Lien on the
    Collateral securing any of the Second-Lien Subordinated
    Obligations; (b) any Lien on the Collateral now or
    hereafter held by or on behalf of the Second-Lien Collateral
    Agent, any Second-Lien Creditor or any agent or trustee therefor
    regardless of how acquired, whether by grant, possession,
    statute, operation of law, subrogation or otherwise, shall be
    junior and subordinate in all respects to all Liens on the
    Collateral securing any First-Lien Obligations, and (c) it
    will not take or cause to be taken any action the purpose or
    effect of which is, or could be, to make any Lien securing the
    Second-Lien Subordinated Obligations pari passu with, or to give
    the Second-Lien Collateral Agent or Second-Lien Creditors any
    preference or priority relative to, any Lien securing the
    First-Lien Obligations with respect to the Collateral or any
    part thereof. All Liens on the Collateral securing any
    First-Lien Obligations shall be and remain senior in all
    respects and prior to all Liens on the Collateral securing any
    Second-Lien Subordinated Obligations for all purposes, whether
    or not such Liens securing any First-Lien Obligations are
    subordinated to any Lien securing any other obligation of the
    Borrower, any other Grantor or any other Person. The parties
    hereto acknowledge and agree that it is their intent that
    (i) the First-Lien Obligations (and the security therefor)
    constitute a separate and distinct class (and separate and
    distinct claims) from the Second-Lien Subordinated Obligations
    (and the security therefor) and (ii) the grant of Liens
    securing payment and performance of the First-Lien Obligations
    and the grant of Liens securing payment and performance of the
    Second-Lien




    

    E-9








 






    Subordinated Obligations create two separate and distinct Liens
    with each such Lien securing only the corresponding Obligations.



 



    2.2  Prohibition on Contesting
    Liens.  Each of the Second-Lien Collateral Agent,
    for itself and on behalf of each Second-Lien Creditor, and the
    First-Lien Collateral Agent, for itself and on behalf of each
    First-Lien Creditor, agrees that it shall not (and hereby waives
    any right to) contest or support any other Person in contesting,
    in any proceeding (including any Insolvency or Liquidation
    Proceeding), (i) the validity or enforceability of any
    Security Document or any Obligation thereunder, (ii) the
    validity, perfection, priority or enforceability of the Liens,
    mortgages, assignments and security interests granted pursuant
    to the Security Documents with respect to the First-Lien
    Obligations or the Second-Lien Subordinated Obligations or
    (iii) the relative rights and duties of the holders of the
    First-Lien Obligations and the Second-Lien Subordinated
    Obligations granted
    and/or
    established in this Agreement or any other Security Document
    with respect to such Liens, mortgages, assignments, and security
    interests; provided that nothing in this Agreement shall be
    construed to prevent or impair the rights of the First-Lien
    Collateral Agent or any First-Lien Creditor to enforce this
    Agreement, including the priority of the Liens securing the
    First-Lien Obligations as provided in Section 2.1 hereof.



 



    2.3  No New Liens.  So long as the
    Discharge of First-Lien Obligations has not occurred, the
    parties hereto agree that the Borrower shall not, and shall not
    permit any other Grantor to, grant or permit any additional
    Liens, or take any action to perfect any additional Liens, on
    any asset or property to secure any Second-Lien Subordinated
    Obligation unless it has also granted or contemporaneously
    grants a Lien on such asset or property to secure the First-Lien
    Obligations and has taken all actions to perfect such Liens. To
    the extent that the foregoing provisions are not complied with
    for any reason, without limiting any other rights and remedies
    available to the First-Lien Collateral Agent
    and/or the
    other First-Lien Creditors, the Second-Lien Collateral Agent, on
    behalf of itself and the other Second-Lien Creditors, and each
    other Second-Lien Creditor (by its acceptance of the benefits of
    the Second-Lien Subordinated Notes Documents), agrees that any
    amounts received by or distributed to any of them pursuant to or
    as a result of Liens granted in contravention of this
    Section 2.3 shall be subject to Section 4.2 hereof.



 



    2.4  Similar Liens and
    Agreements.  The parties hereto agree that it is
    their intention that the Second-Lien Collateral shall not be
    more expansive than the First-Lien Collateral, and shall not
    include any Excluded Collateral. In furtherance of the foregoing
    and of Section 8.9 hereof, the Second-Lien Collateral Agent
    and the other Second-Lien Creditors agree, subject to the other
    provisions of this Agreement:



 



    (i) upon request by the First-Lien Collateral Agent, to
    cooperate in good faith (and to direct their counsel to
    cooperate in good faith) from time to time in order to determine
    the specific items included in the Second-Lien Collateral and
    the steps taken to perfect the Liens thereon and the identity of
    the respective parties obligated under the Second-Lien
    Subordinated Notes Documents; and



 



    (ii) that the guarantors for the First-Lien Obligations and
    the Second-Lien Subordinated Obligations shall be identical.



 



    Section 3.  Enforcement.



 



    3.1  Exercise of
    Remedies.  (a) So long as the Discharge of
    First-Lien Obligations has not occurred, whether or not any
    Insolvency or Liquidation Proceeding has been commenced by or
    against the Borrower or any other Grantor: (i) the
    Second-Lien Collateral Agent and the other Second-Lien Creditors
    will not exercise or seek to exercise any rights or remedies
    (including setoff) with respect to any Collateral (including,
    without limitation, the exercise of any right under any lockbox
    agreement, control account agreement, landlord waiver or
    bailee’s letter or similar agreement or arrangement to
    which the Second-Lien Collateral Agent or any Second-Lien
    Creditor is a party) or institute or commence, or join with any
    Person in commencing, any action or proceeding with respect to
    such rights or remedies (including any action of foreclosure,
    enforcement, collection or execution and any Insolvency or
    Liquidation Proceeding), and will not contest, protest or object
    to any foreclosure proceeding or action brought by the
    First-Lien Collateral Agent or any other First-Lien Creditor or
    any other exercise by the First-Lien Collateral Agent or any
    other First-Lien Creditor, of any rights and remedies relating
    to the Collateral under the First-Lien Credit Documents or
    otherwise, or object to the forbearance by the First-Lien
    Collateral Agent or the other First-Lien Creditors from bringing
    or pursuing any foreclosure proceeding or action or any other
    exercise of any rights or remedies relating to the Collateral;
    and (ii) the First-Lien Collateral Agent shall have the
    exclusive




    

    E-10








 






    right, and the Required First-Lien Creditors shall have the
    exclusive right to instruct the First-Lien Collateral Agent, to
    enforce rights, exercise remedies (including setoff and the
    right to credit bid their debt) and make determinations
    regarding the release, disposition, or restrictions with respect
    to the Collateral without any consultation with or the consent
    of the Second-Lien Collateral Agent or any other Second-Lien
    Creditor, all as though the Second-Lien Subordinated Obligations
    did not exist; provided, that, (A) in any Insolvency or
    Liquidation Proceeding commenced by or against the Borrower or
    any other Grantor, the Second-Lien Collateral Agent may file a
    claim or statement of interest with respect to the Second-Lien
    Subordinated Obligations, (B) the Second-Lien Collateral
    Agent may take any action (not adverse to the prior Liens on the
    Collateral securing the First-Lien Obligations, or the rights of
    the First-Lien Collateral Agent or the other First-Lien
    Creditors to exercise remedies in respect thereof) in order to
    preserve or protect its Lien on the Shared Collateral in a
    manner not otherwise inconsistent with the terms of this
    Agreement, and (C) the Second-Lien Creditors shall be
    entitled to file any necessary responsive or defensive pleading
    in opposition to any motion, claim, adversary proceeding or
    other pleading made by any Person objecting to or otherwise
    seeking the disallowance of the claims of the Second-Lien
    Creditors, including any claim secured by the Shared Collateral,
    if any, in each case in a manner not otherwise inconsistent with
    the terms of this Agreement. In exercising rights and remedies
    with respect to the Collateral, the First-Lien Collateral Agent
    and the other First-Lien Creditors may enforce the provisions of
    the First-Lien Credit Documents and exercise remedies
    thereunder, all in such order and in such manner as they may
    determine in the exercise of their sole discretion. Such
    exercise and enforcement shall include the rights of an agent
    appointed by them to sell or otherwise dispose of Collateral
    upon foreclosure, to incur expenses in connection with such sale
    or disposition, and to exercise all the rights and remedies of a
    secured creditor under the Uniform Commercial Code of any
    applicable jurisdiction and of a secured creditor under
    Bankruptcy Laws of any applicable jurisdiction.



 



    (b) The Second-Lien Collateral Agent, on behalf of itself
    and the Second-Lien Creditors, agrees that it will not take or
    receive any Collateral or any proceeds of Collateral in
    connection with the exercise of any right or remedy (including
    setoff) with respect to any Collateral, unless and until the
    Discharge of First-Lien Obligations has occurred. Without
    limiting the generality of the foregoing, unless and until the
    Discharge of First-Lien Obligations has occurred, the sole right
    of the Second-Lien Collateral Agent and the other Second-Lien
    Creditors with respect to the Collateral is to hold a Lien on
    the Shared Collateral pursuant to the Second-Lien Subordinated
    Security Documents for the period and to the extent granted
    therein and to receive a share of the proceeds thereof, if any,
    after the Discharge of First-Lien Obligations has occurred in
    accordance with the terms of the Second-Lien Subordinated
    Notes Documents and applicable law (it being understood
    that at no time shall the Second-Lien Collateral Agent and the
    other Second-Lien Creditors have any rights with respect to the
    Excluded Collateral).



 



    (c) The Second-Lien Collateral Agent, for itself and on
    behalf of the Second-Lien Creditors, and each other Second-Lien
    Creditor (by its acceptance of the benefits of the Second-Lien
    Subordinated Notes Documents), (i) agrees that the
    Second-Lien Collateral Agent and the other Second-Lien Creditors
    will not take any action that would hinder, delay, limit or
    prohibit any exercise of remedies under the First-Lien Credit
    Documents, including any collection, sale, lease, exchange,
    transfer or other disposition of the Collateral, whether by
    foreclosure or otherwise, or that would limit, invalidate, avoid
    or set aside any Lien or Security Document or subordinate the
    priority of the First-Lien Obligations to the Second-Lien
    Subordinated Obligations or grant the Liens securing the
    Second-Lien Subordinated Obligations equal ranking to the Liens
    securing the First-Lien Obligations and (ii) hereby waives
    any and all rights it or the Second-Lien Creditors may have as a
    junior lien creditor or otherwise (whether arising under the UCC
    or under any other law) to object to the manner in which the
    First-Lien Collateral Agent or the other First-Lien Creditors
    seek to enforce or collect the First-Lien Obligations or the
    Liens granted in any of the First-Lien Collateral, regardless of
    whether any action or failure to act by or on behalf of the
    First-Lien Collateral Agent or First-Lien Creditors is adverse
    to the interest of the Second-Lien Creditors.



 



    (d) The Second-Lien Collateral Agent hereby acknowledges
    and agrees that no covenant, agreement or restriction contained
    in the Second-Lien Subordinated Security Documents or any other
    Second-Lien Subordinated Notes Document shall be deemed to
    restrict in any way the rights and remedies of the First-Lien
    Collateral Agent or the other First-Lien Creditors with respect
    to the Collateral as set forth in this Agreement and the
    First-Lien Documents.




    

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    (e) The
    Second-Lien Collateral Agent, for itself and on behalf of the
    Second-Lien Creditors, and each Second-Lien Creditor (by its
    acceptance of the benefits of the Second-Lien Subordinated
    Notes Documents) agrees that the Second-Lien Collateral
    Agent and the other Second-Lien Creditors will not, without the
    prior written consent of the Required First-Lien Creditors (or
    the First-Lien Collateral Agent at their direction or with their
    consent), issue any payment blockage or similar notice with
    respect to any obligations that are subordinated in right of
    payment to any First-Lien Obligations before the Discharge of
    First-Lien Credit Agreement Obligations has occurred.




 



    3.2  Actions Upon
    Breach.  (a) If any Second-Lien Creditor,
    contrary to this Agreement, commences or participates in any
    action or proceeding against any Grantor or the Collateral, any
    First-Lien Creditor may intervene and interpose as a defense or
    dilatory plea the making of this Agreement, in its name or in
    the name of such Grantor.



 



    (b) Should any Second-Lien Creditor, contrary to this
    Agreement, in any way take, attempt to or threaten to take any
    action with respect to the Collateral (including, without
    limitation, any attempt to realize upon or enforce any remedy
    with respect to this Agreement), or take any other action in
    violation of this Agreement or fail to take any action required
    by this Agreement, the First-Lien Collateral Agent or any other
    First-Lien Creditor (in its own name or in the name of the
    relevant Grantor), with the prior written consent of the
    First-Lien Collateral Agent, (i) may obtain relief against
    such Second-Lien Creditor by injunction, specific performance
    and/or other
    appropriate equitable relief, it being understood and agreed by
    the Second-Lien Collateral Agent on behalf of each Second-Lien
    Creditor that (x) the First-Lien Creditors’ damages
    from its actions may at that time be difficult to ascertain and
    may be irreparable, and (y) each Second-Lien Creditor
    waives any defense that the First-Lien Creditors cannot
    demonstrate damage
    and/or be
    made whole by the awarding of damages, and (ii) shall be
    entitled to damages, as well as reimbursement for all reasonable
    and documented costs and expenses incurred in connection with
    any action to enforce the provisions of this Agreement.



 



    Section 4.  Payments.



 



    4.1  Application of Proceeds.  So
    long as the Discharge of First-Lien Obligations has not
    occurred, any proceeds of any Collateral pursuant to the
    enforcement of any Security Document or the exercise of any
    remedial provision thereunder, together with all other proceeds
    received by any Creditor (including all funds received in
    respect of post-petition interest or fees and expenses) as a
    result of any such enforcement or the exercise of any such
    remedial provision or as a result of any distribution of or in
    respect of any Collateral (whether or not expressly
    characterized as such) upon or in any Insolvency or Liquidation
    Proceeding with respect to any Grantor, or the application of
    any Collateral (or proceeds thereof) to the payment thereof or
    any distribution of Collateral (or proceeds thereof) upon the
    liquidation or dissolution of any Grantor, shall be applied by
    the First-Lien Collateral Agent to the First-Lien Obligations in
    such order as specified in the relevant First-Lien Security
    Document (it being understood that any payment of the fees and
    expenses of the Second-Lien Collateral Agent shall not
    constitute a distribution of or in respect of Collateral for
    purposes of this Agreement, provided, however, that this
    understanding does not constitute and may not be construed as an
    agreement or consent of the First-Lien Collateral Agent or any
    of the First-Lien Creditors to the payment of the Second-Lien
    Collateral Agent’s fees or expenses in any respects). Upon
    the Discharge of First-Lien Obligations, the First-Lien
    Collateral Agent shall deliver to the Second-Lien Collateral
    Agent any proceeds of Shared Collateral held by it in the same
    form as received, with any necessary endorsements or as a court
    of competent jurisdiction may otherwise direct, to be applied by
    the Second-Lien Collateral Agent to the Second-Lien Subordinated
    Obligations in such order as specified in the Second-Lien
    Subordinated Security Documents.



 



    4.2  Payments Over.  Until such time
    as the Discharge of First-Lien Obligations has occurred, any
    Collateral or proceeds thereof (together with assets or proceeds
    subject to Liens referred to in the final sentence of
    Section 2.3 hereof) (or any distribution in respect of the
    Collateral, whether or not expressly characterized as such)
    received by the Second-Lien Collateral Agent or any other
    Second-Lien Creditors in connection with the exercise of any
    right or remedy (including setoff) relating to the Collateral or
    that is otherwise inconsistent with this Agreement shall be
    segregated and held in trust and forthwith paid over to the
    First-Lien Collateral Agent for the benefit of the First-Lien
    Creditors in the same form as received, with any necessary
    endorsements or as a court of competent jurisdiction may
    otherwise direct. The First-Lien Collateral Agent is hereby
    authorized to make any such endorsements as agent for the
    Second-Lien Collateral Agent or any such other Second-Lien
    Creditors. This authorization is coupled with an interest and is
    irrevocable until such time as this Agreement is terminated in
    accordance with its terms.




    

    E-12








 





 



    Section 5.  Other
    Agreements.



 



    5.1  Releases.



 



    (a) If, in connection with:



 



    (i) the exercise of the First-Lien Collateral Agent’s
    remedies in respect of the Collateral provided for in
    Section 3.1 hereof, including any sale, lease, exchange,
    transfer or other disposition of any such Collateral (any of the
    foregoing, a “Remedial Action”);



 



    (ii) any sale, lease, exchange, transfer or other
    disposition (any of the foregoing, a
    “Disposition”) of any Collateral permitted
    under the terms of the First-Lien Credit Documents (whether or
    not an “event of default” thereunder or under any
    Second-Lien Subordinated Notes Document has occurred and is
    continuing); or



 



    (iii) any agreement (not contravening the First-Lien Credit
    Documents) between the First-Lien Collateral Agent and the
    Borrower or any other Grantor (x) to release the First-Lien
    Collateral Agent’s Lien on any portion of the Collateral or
    (y) to release any Grantor from its obligations under its
    guaranty of the First-Lien Obligations;



 



    there occurs the release by the First-Lien Collateral Agent,
    acting on its own or at the direction of the Required First-Lien
    Creditors, of any of its Liens on any part of the Collateral, or
    of any Grantor from its obligations under its guaranty of the
    First-Lien Obligations, then the Liens, if any, of the
    Second-Lien Collateral Agent, for itself and for the benefit of
    the other Second-Lien Creditors, on such Collateral, and the
    obligations of such Grantor under its guaranty of the
    Second-Lien Subordinated Obligations, shall be automatically,
    unconditionally and simultaneously released, and, upon receipt
    of notice in writing, the Second-Lien Collateral Agent, for
    itself or on behalf of any such Second-Lien Creditors, promptly
    shall execute and deliver to the First-Lien Collateral Agent or
    such Grantor such termination statements, releases and other
    documents as the First-Lien Collateral Agent or such Grantor may
    request, and which the Grantor has provided to the Second-Lien
    Collateral Agent, to effectively confirm such release;
    provided however that if a payment default then
    exists under the Second-Lien Subordinated Notes Indenture
    and the Discharge of First-Lien Obligations occurs concurrently
    with any such release, the Second-Lien Collateral Agent (on
    behalf of the Second-Lien Creditors) shall be entitled to
    receive the residual cash or cash equivalents (if any) remaining
    after giving effect to such release and the Discharge of
    First-Lien Obligations to the extent otherwise required pursuant
    to the terms of the Second-Lien Subordinated
    Notes Documents.



 



    (b) Until the Discharge of First-Lien Obligations occurs,
    the Second-Lien Collateral Agent, for itself and on behalf of
    the Second-Lien Creditors, hereby irrevocably constitutes and
    appoints the First-Lien Collateral Agent and any officer or
    agent of the First-Lien Collateral Agent, with full power of
    substitution, as its true and lawful
    attorney-in-fact
    with full irrevocable power and authority in the place and stead
    of the Second-Lien Collateral Agent or such other Second-Lien
    Creditor or in the First-Lien Collateral Agent’s own name,
    from time to time in the First-Lien Collateral Agent’s
    discretion, for the purpose of carrying out the terms of this
    Section 5.1, to take any and all appropriate action and to
    execute any and all documents and instruments which may be
    necessary or desirable to accomplish the purposes of this
    Section 5.1, including any endorsements or other
    instruments of transfer or release.



 



    (c) If, prior to the Discharge of First-Lien Obligations, a
    subordination of the First-Lien Collateral Agent’s Lien on
    any Shared Collateral is permitted (or in good faith believed by
    the First-Lien Collateral Agent to be permitted) under the
    First-Lien Credit Agreement to another Lien permitted under the
    First-Lien Credit Agreement (a “Priority
    Lien”), then the First-Lien Collateral Agent is
    authorized to execute and deliver a subordination agreement with
    respect thereto in form and substance satisfactory to it, and
    the Second-Lien Collateral Agent, for itself and on behalf of
    the Second-Lien Creditors, shall promptly execute and deliver to
    the First-Lien Collateral Agent or the relevant Grantor an
    identical subordination agreement subordinating the Liens of the
    Second-Lien Collateral Agent for the benefit of the Second-Lien
    Creditors to such Priority Lien.



 



    5.2  Insurance.  Unless and until the
    Discharge of First-Lien Obligations has occurred, the First-Lien
    Collateral Agent (acting at the direction of the Required
    First-Lien Creditors) shall have the sole and exclusive right,
    subject to the rights of the Grantors under the First-Lien
    Credit Documents, to adjust settlement for any insurance




    

    E-13








 






    policy covering the Collateral in the event of any loss
    thereunder and to approve any award granted in any condemnation
    or similar proceeding (or any deed in lieu of condemnation)
    affecting the Collateral. Unless and until the Discharge of
    First-Lien Obligations has occurred, and subject to the rights
    of the Grantors under the First-Lien Security Documents, all
    proceeds of any such policy and any such award (or any payments
    with respect to a deed in lieu of condemnation) in respect to
    the Collateral shall be paid to the First-Lien Collateral Agent
    for the benefit of the First-Lien Creditors pursuant to the
    terms of the First-Lien Credit Documents (including, without
    limitation, for purposes of cash collateralization of
    commitments, letters of credit and Secured Hedge Agreements)
    and, after the Discharge of First-Lien Obligations has occurred,
    to the Second-Lien Collateral Agent for the benefit of the
    Second-Lien Creditors (in respect of any Shared Collateral) to
    the extent required under the Second-Lien Subordinated Security
    Documents and then, to the extent no Second-Lien Subordinated
    Obligations are outstanding, to the owner of the subject
    property, to such other Person as may be entitled thereto or as
    a court of competent jurisdiction may otherwise direct. If the
    Second-Lien Collateral Agent or any other Second-Lien Creditor
    shall, at any time, receive from the insurer any proceeds of any
    such insurance policy or any such award or payment in
    contravention of this Agreement, it shall pay such proceeds over
    to the First-Lien Collateral Agent in accordance with the terms
    of Section 4.2 of this Agreement. Unless and until the
    Discharge of First-Lien Obligations has occurred, the First-Lien
    Collateral Agent will have the sole and exclusive right to be
    named an additional insured and loss payee under any such
    insurance policy.



 



    5.3  Amendments to Second-Lien Subordinated
    Notes Documents.  (a) Without the prior
    written consent of the First-Lien Collateral Agent (acting at
    the direction of the Required First-Lien Creditors), no
    Second-Lien Subordinated Notes Document may be amended,
    restated, supplemented, modified
    and/or
    Refinanced or entered into to the extent such amendment,
    supplement, restatement, modification
    and/or
    Refinancing, or the terms of any new Second-Lien Subordinated
    Notes Document, would contravene the provisions of this
    Agreement, the First-Lien Credit Agreement or any other
    First-Lien Credit Document (it being understood that the
    Second-Lien Collateral Agent and the Second-Lien Subordinated
    Notes Trustee may rely upon an opinion of counsel to the
    Borrower to make any determination as to whether the
    requirements of this Section 5.3 have been complied with).
    The Borrower, each other Grantor and the Second-Lien Collateral
    Agent each agree that each Second-Lien Subordinated Security
    Document shall include the following language (or language to
    similar effect approved by the First-Lien Collateral Agent):



 



    “Notwithstanding anything herein to the contrary, the lien
    and security interest granted to the Second-Lien Collateral
    Agent pursuant to this Agreement and the exercise of any right
    or remedy by the Second-Lien Collateral Agent hereunder are
    subject to the provisions of the Intercreditor Agreement, dated
    as of March [  ], 2009 (as amended, restated,
    supplemented or otherwise modified from time to time in
    accordance with the terms thereof, the “Intercreditor
    Agreement”), among CMP Susquehanna Radio Holdings
    Corp., CMP Susquehanna Corp., the other Grantors from time to
    time party thereto, Deutsche Bank Trust Company Americas, in its
    capacity as the initial First-Lien Collateral Agent, and Wells
    Fargo Bank, N.A., in its capacity as the initial Second-Lien
    Collateral Agent thereunder. In the event of any conflict
    between the terms of the Intercreditor Agreement and this
    Agreement, the terms of the Intercreditor Agreement shall govern
    and control.”



 



    In addition, each of the Borrower, each other Grantor and the
    Second-Lien Collateral Agent each agree that each Second-Lien
    Security Document covering any Shared Collateral constituting
    real property shall contain such other language as the
    First-Lien Collateral Agent may reasonably request to reflect
    the subordination of such Second-Lien Security Document to the
    First-Lien Security Document covering such Shared Collateral.



 



    (b) In the event the First-Lien Collateral Agent or the
    other First-Lien Creditors and the relevant Grantor(s) enter
    into any amendment, restatement, waiver or consent in respect of
    any of the First-Lien Security Documents for the purpose of
    adding to, or deleting from, or waiving or consenting to any
    departures from any provisions of, any First-Lien Security
    Document or changing in any manner the rights of the First-Lien
    Collateral Agent, the other First-Lien Creditors, the Borrower
    or any other Grantor thereunder, then such amendment,
    restatement, waiver or consent shall apply automatically to any
    comparable provision of the Comparable Second-Lien Subordinated
    Security Document without the consent of the Second-Lien
    Collateral Agent or the other Second-Lien Creditors and without
    any action by the Second-Lien Collateral Agent, the Borrower or
    any other Grantor, provided, that (A) no such
    amendment, restatement, waiver or consent shall have the effect
    of (i) removing assets subject to the Lien of the
    Second-Lien Subordinated Security Documents, except to the
    extent that a release of such Lien is




    

    E-14








 






    permitted or required by Section 5.1 of this Agreement, or
    (ii) imposing additional duties on the Second-Lien
    Collateral Agent without its consent, and (B) written
    notice of such amendment, restatement, waiver or consent shall
    have been given to the Second-Lien Collateral Agent (although
    the failure to give any such notice shall in no way affect the
    effectiveness of any such amendment, waiver or consent).



 



    (c) The Second-Lien Subordinated Obligations may be
    Refinanced, in whole or in part, without the consent of the
    First-Lien Collateral Agent or any of the First-Lien Creditors,
    all without affecting the Lien priorities provided for herein or
    the other provisions hereof; provided, that (A) any
    such Refinancing shall be permitted pursuant to the terms of the
    First-Lien Credit Documents, (B) the aggregate principal
    amount of the Refinancing Indebtedness shall not exceed the
    aggregate principal amount of the Second-Lien Subordinated
    Obligations then being Refinanced plus accrued interest, fees
    and other amounts outstanding in respect thereof, and the cash
    yield or cash interest on the Refinanced Indebtedness shall be
    at then current market rates, (C) the Refinanced
    Indebtedness shall be secured and guaranteed only to the same
    extent securing the Second-Lien Subordinated Obligations on the
    date of such Refinancing and (D) the terms of any such
    Refinanced Indebtedness shall not (i) result in an earlier
    maturity date or decreased weighted average life thereof,
    (ii) change any event of default or condition to an event
    of default with respect thereto (other than to eliminate any
    such event of default or increase any grace period related
    thereto) or add any event of default, (iii) add any
    mandatory prepayments thereto, (iv) change the lien
    subordination provisions thereof (or of any guaranty thereof) or
    (v) make any other amendment thereof or change thereto, if
    the effect of such other amendment or change, together with all
    other amendments or changes made, is to increase materially the
    obligations of the obligors thereunder or to confer any
    additional rights on the Second-Lien Creditors or other holders
    of Indebtedness (or a representative on their behalf) under the
    Second-Lien Subordinated Notes Documents or any document
    governing such Refinanced Indebtedness that would be adverse to
    the Borrower and each Subsidiary Guarantor under the First-Lien
    Credit Documents or any First-Lien Creditor.



 



    5.4  Rights As Unsecured
    Creditors.  Except as otherwise set forth in this
    Agreement, the Second-Lien Collateral Agent and the other
    Second-Lien Creditors may exercise rights and remedies as
    unsecured creditors against Holdings, the Borrower or any other
    Grantor that has guaranteed the Second-Lien Subordinated
    Obligations in accordance with the terms of the Second-Lien
    Subordinated Notes Documents, the First-Lien Documents and
    applicable law. Except as otherwise set forth in this Agreement
    (and subject in any event to the subordination provisions in the
    Second-Lien Subordinated Notes Indenture and the other
    Second-Lien Subordinated Notes Documents), nothing in this
    Agreement shall prohibit the receipt by the Second-Lien
    Collateral Agent or any other Second-Lien Creditor of the
    required payments of interest and principal on the Second-Lien
    Subordinated Obligations, so long as such receipt is not the
    direct or indirect result of the exercise by the Second-Lien
    Collateral Agent or any other Second-Lien Creditor of rights or
    remedies as a secured creditor (including setoff) or enforcement
    in contravention of this Agreement of any Lien held by any of
    them. In the event the Second-Lien Collateral Agent or any other
    Second-Lien Creditor becomes a judgment lien creditor in respect
    of Collateral as a result of any enforcement of its rights, such
    judgment lien shall be subordinated to the Liens securing
    First-Lien Obligations on the same basis as the other Liens
    securing the Second-Lien Subordinated Obligations are so
    subordinated to such Liens securing First-Lien Obligations under
    this Agreement. Nothing in this Agreement impairs or otherwise
    adversely affects any rights or remedies the First-Lien
    Collateral Agent or the other First-Lien Creditors may have with
    respect to the First-Lien Collateral. Each of the parties hereto
    hereby acknowledges and agrees that the rights of the
    Second-Lien Creditors to (i) receive payments of principal,
    interest and other amounts owing in respect of the Second-Lien
    Subordinated Obligations and (ii) exercise rights and
    remedies as creditors against the Borrower or any other Grantor
    that has guaranteed the Second-Lien Subordinated Obligations are
    further subject to the subordination provisions set forth in the
    Second-Lien Subordinated Notes Indenture and the other
    Second-Lien Subordinated Notes Documents.



 



    5.5  Bailee for
    Perfection.  (a) The First-Lien Collateral
    Agent agrees to acquire, and acknowledges it holds, the Pledged
    Collateral or other Collateral in its possession or control (or
    in the possession or control of its agents or bailees) on behalf
    of itself and the Second-Lien Collateral Agent (it being
    understood that with respect to the Second-Lien Collateral
    Agent, it holds solely the Pledged Collateral or other
    Collateral constituting Shared Collateral) and, in each case,
    any assignee, solely for the purpose of perfecting the security
    interest granted under




    

    E-15








 






    the First-Lien Credit Documents and the Second-Lien Subordinated
    Notes Documents, subject to the terms and conditions of
    this Section 5.5.



 



    (b) Until the Discharge of First-Lien Obligations has
    occurred, the First-Lien Collateral Agent shall be entitled to
    deal with the Pledged Collateral in accordance with the terms of
    the First-Lien Credit Documents as if the Liens of the
    Second-Lien Collateral Agent under the Second-Lien Subordinated
    Security Documents did not exist. The rights of the Second-Lien
    Collateral Agent shall at all times be subject to the terms of
    this Agreement and to the First-Lien Collateral Agent’s
    rights under the First-Lien Credit Documents.



 



    (c) The First-Lien Collateral Agent shall have no
    obligation whatsoever to the First-Lien Creditors and the
    Second-Lien Collateral Agent or any Second-Lien Creditor to
    assure that the Pledged Collateral is genuine or owned by any of
    the Grantors or to preserve rights or benefits of any Person
    except as expressly set forth in this Section 5.5. The
    duties or responsibilities of the First-Lien Collateral Agent
    under this Section 5.5 shall be limited solely to holding
    the Pledged Collateral as bailee in accordance with this
    Section 5.5.



 



    (d) The First-Lien Collateral Agent, acting pursuant to
    this Section 5.5, shall not have by reason of the
    First-Lien Security Documents, the Second-Lien Subordinated
    Security Documents, this Agreement or any other document, a
    fiduciary relationship in respect of the First-Lien Creditors,
    the Second-Lien Collateral Agent or any other Second-Lien
    Creditor.



 



    (e) Upon the Discharge of First-Lien Obligations, the
    First-Lien Collateral Agent shall deliver the remaining Pledged
    Collateral (if any) (or proceeds thereof) together with any
    necessary endorsements, first, to the Second-Lien
    Collateral Agent (solely to the extent such Pledged Collateral
    constitutes Shared Collateral), if any Second-Lien Subordinated
    Obligations remain outstanding, and second, to the
    Borrower or the relevant Grantor if no First-Lien Obligations or
    Second-Lien Subordinated Obligations remain outstanding (in each
    case, so as to allow such Person to obtain control of such
    Pledged Collateral). The First-Lien Collateral Agent further
    agrees to take all other action reasonably requested by such
    Person in connection with such Person’s obtaining a
    first-priority interest in the Collateral or as a court of
    competent jurisdiction may otherwise direct.



 



    5.6  When Discharge of First-Lien Obligations
    Deemed to Not Have Occurred.  If at any time after
    the Discharge of First-Lien Obligations has occurred, the
    Borrower immediately thereafter enters into any Refinancing of
    any First-Lien Credit Document evidencing a First-Lien
    Obligation, then such Discharge of First-Lien Obligations shall
    automatically be deemed not to have occurred for all purposes of
    this Agreement, and the obligations under such Refinanced
    First-Lien Credit Document shall automatically be treated as
    First-Lien Obligations for all purposes of this Agreement,
    including for purposes of the Lien priorities and rights in
    respect of Collateral set forth herein, and the first-lien
    collateral agent under such First-Lien Credit Documents shall be
    the First-Lien Collateral Agent for all purposes of this
    Agreement. Upon receipt of a notice in writing stating that the
    Borrower has entered into a new First-Lien Credit Document
    (which notice shall include the identity of the new agent, such
    agent, the “New Agent”), the Second-Lien Collateral
    Agent shall promptly enter into such documents and agreements
    (including amendments or supplements to this Agreement) as the
    Borrower or such New Agent may reasonably request in order to
    provide to the New Agent the rights contemplated hereby, in each
    case consistent in all material respects with the terms of this
    Agreement.



 



    5.7  Option to Purchase First-Lien Debt



 



    (a) Without prejudice to the enforcement of remedies by the
    First-Lien Creditors, any Person or Persons (in each case who
    must meet all eligibility standards contained in all relevant
    First-Lien Credit Documents) at any time or from time to time
    designated by the holders of more than 50% in aggregate
    outstanding principal amount of the Second-Lien Subordinated
    Obligations as being entitled to exercise all default purchase
    options as to the Second-Lien Obligations then outstanding (an
    “Eligible Purchaser”) shall have the right to
    purchase by way of assignment (and shall thereby also assume all
    commitments and duties of the First-Lien Creditors), at any time
    during the exercise period described in clause (c) below of
    this Section 5.7, all, but not less than all, of the
    First-Lien Obligations (other than the First-Lien Obligations of
    a Defaulting Creditor), including all principal of and accrued
    and unpaid interest and fees on and all prepayment or
    acceleration penalties and premiums in respect of all First-Lien
    Obligations outstanding at the time of purchase; provided
    that at the time of (and as a condition to) any purchase
    pursuant to this Section 5.7, all commitments pursuant to
    any then outstanding First-Lien Credit




    

    E-16








 






    Agreement shall have terminated, and all Secured Hedge
    Agreements constituting First-Lien Documents and Cash Management
    Services entered into with any First-Lien Creditor shall also
    have been terminated in accordance with their terms. Any
    purchase pursuant to this Section 5.7(a) shall be made as
    follows:



 



    (1) for (x) a purchase price equal to the sum of
    (A) in the case of all loans, advances or other similar
    extensions of credit that constitute First-Lien Obligations
    (including unreimbursed amounts drawn in respect of Letters of
    Credit, but excluding the undrawn amount of then outstanding
    Letters of Credit), the greater of (I) 100% and
    (II) the then current market-based price, of the principal
    amount thereof and all accrued and unpaid interest thereon
    through the date of purchase (without regard, however, to
    any acceleration prepayment penalties or premiums other than
    customary breakage costs), (B) in the case of any Secured
    Hedge Agreement, the aggregate amount then owing to each Hedge
    Bank thereunder pursuant to the terms of the respective Secured
    Hedge Agreement, including without limitation all amounts owing
    to such Hedge Bank as a result of the termination (or early
    termination) thereof, (C) in the case of any Cash
    Management Services, the aggregate amount then owing to each
    Cash Management Bank providing such Cash Management Services
    pursuant to the terms of the respective documents governing such
    Cash Management Services, including without limitation all
    amounts owing to such Cash Management Bank as a result of the
    termination (or early termination) thereof, plus (D) all
    accrued and unpaid fees, expenses, indemnities and other amounts
    through the date of purchase; and (y) an obligation on the
    part of the respective Eligible Purchasers (which shall be
    expressly provided in the assignment documentation described
    below) to (i) reimburse each issuing lender (or any
    First-Lien Creditor required to pay same) for all amounts
    thereafter drawn with respect to any Letters of Credit
    constituting First-Lien Obligations which remain outstanding
    after the date of any purchase pursuant to this
    Section 5.7, together with all facing fees and other
    amounts which may at any future time be owing to the respective
    issuing lender with respect to such Letters of Credit, and
    (ii) pay over to the First-Lien Creditors any amounts
    recovered by such Eligible Purchasers on account of any
    acceleration prepayment premiums or penalties with respect to
    the First-Lien Obligations;



 



    (2) with the purchase price described in preceding
    clause (a)(1)(x) payable in cash on the date of purchase
    against transfer to the respective Eligible Purchaser or
    Eligible Purchasers (without recourse and without any
    representation or warranty whatsoever, whether as to the
    enforceability of any First-Lien Obligation or the validity,
    enforceability, perfection, priority or sufficiency of any Lien
    securing, or guarantee or other supporting obligation for, any
    First-Lien Obligation or as to any other matter whatsoever,
    except the representation and warranty that the transferor owns
    free and clear of all Liens and encumbrances (other than
    participation interests not prohibited by the First-Lien Credit
    Agreement, in which case the purchase price described in
    preceding clause (a)(1)(x) shall be appropriately adjusted so
    that the Eligible Purchaser or Eligible Purchasers do not pay
    amounts represented by any participation interest which remains
    in effect), and has the right to convey, whatever claims and
    interests it may have in respect of the First-Lien Obligations);
    provided that the purchase price in respect of any
    outstanding Letter of Credit that remains undrawn on the date of
    purchase shall be payable in cash as and when such Letter of
    Credit is drawn upon (i) first, from the cash
    collateral account described in clause (a)(3) below, until
    the amounts contained therein have been exhausted, and
    (ii) thereafter, directly by the respective Eligible
    Purchaser or Eligible Purchasers;



 



    (3) with such purchase accompanied by a deposit of cash
    collateral under the sole dominion and control of the First-Lien
    Collateral Agent or its designee in an amount equal to 110% of
    the sum of the aggregate undrawn amount of all then outstanding
    Letters of Credit pursuant to the First-Lien Credit Documents
    and the aggregate facing and similar fees which will accrue
    thereon through the stated maturity of the Letters of Credit
    (assuming no drawings thereon before stated maturity), as
    security for the respective Eligible Purchaser’s or
    Eligible Purchasers’ obligation to pay amounts as provided
    in preceding clause (a)(1)(y), it being understood and
    agreed that (x) at the time any facing or similar fees are
    owing to an issuer with respect to any Letter of Credit, the
    First-Lien Collateral Agent may apply amounts deposited with it
    as described above to pay same and (y) upon any drawing
    under any Letter of Credit, the First-Lien Collateral Agent
    shall apply amounts deposited with it as described above to
    repay the respective unpaid drawing. After giving effect to any
    payment made as described above in this clause (3), those
    amounts (if any) then on deposit with the First-Lien Collateral
    Agent as described in this clause (3) which exceed 110% of
    the sum of the aggregate undrawn amount of all then outstanding
    Letters of Credit and the aggregate facing and similar fees (to
    the respective issuers) which




    

    E-17








 






    will accrue thereon through the stated maturity of the then
    outstanding Letters of Credit (assuming no drawings thereon
    before stated maturity), shall be returned to the respective
    Eligible Purchaser or Eligible Purchasers (as their interests
    appear). Furthermore, at such time as all Letters of Credit have
    been cancelled, expired or been fully drawn, as the case may be,
    and after all applications described above have been made, any
    excess cash collateral deposited as described above in this
    clause (3) (and not previously applied or released as
    provided above) shall be returned to the respective Eligible
    Purchaser or Eligible Purchasers, as their interests appear;



 



    (4) with the purchase price described in preceding
    clause (a)(1)(x) accompanied by a waiver by the Second-Lien
    Collateral Agent (on behalf of itself and the other Second-Lien
    Creditors) of all claims arising out of this Agreement and the
    transactions contemplated hereby as a result of exercising the
    purchase option contemplated by this Section 5.7;



 



    (5) with all amounts payable to the various First-Lien
    Creditors in respect of the assignments described above to be
    distributed to them by the First-Lien Collateral Agent in
    accordance with their respective holdings of the various
    First-Lien Obligations; and



 



    (6) with such purchase to be made pursuant to assignment
    documentation in form and substance reasonably satisfactory to,
    and prepared by counsel for, the First-Lien Collateral Agent
    (with the cost of such counsel to be paid by the Grantors or, if
    the Grantors do not make such payment, by the respective
    Eligible Purchaser or Eligible Purchasers, who shall have the
    right to obtain reimbursement of same from the Grantors); it
    being understood and agreed that the First-Lien Collateral Agent
    and each other First-Lien Creditor shall retain all rights to
    indemnification as provided in the relevant First-Lien Credit
    Documents for all periods prior to any assignment by them
    pursuant to the provisions of this Section 5.7. The
    relevant assignment documentation shall also provide that, if
    for any reason (other than the gross negligence or willful
    misconduct of the First-Lien Collateral Agent (as determined by
    a court of competent jurisdiction in a final and non-appealable
    judgment)), the amount of cash collateral held by the First-Lien
    Collateral Agent or its designee pursuant to preceding clause
    (a)(3) is at any time less than the full amounts owing with
    respect to any Letter of Credit described above (including
    facing and similar fees) then the respective Eligible Purchaser
    or Eligible Purchasers shall promptly reimburse the First-Lien
    Collateral Agent (who shall pay the respective issuing bank) the
    amount of deficiency.



 



    (b) The right to exercise the purchase option described in
    Section 5.7(a) above shall be exercisable and legally
    enforceable upon at least seven Business Days’ prior
    written notice of exercise (which notice, once given, shall be
    irrevocable and fully binding on the respective Eligible
    Purchaser or Eligible Purchasers) given to the First-Lien
    Collateral Agent by an Eligible Purchaser. Neither the
    First-Lien Collateral Agent nor any other First-Lien Creditor
    shall have any disclosure obligation to any Eligible Purchaser,
    the Second-Lien Collateral Agent or any other Second-Lien
    Creditor in connection with any exercise of such purchase option.



 



    (c) The right to purchase the First-Lien Obligations as
    described in this Section 5.7 may be exercised (by giving
    the irrevocable written notice described in preceding
    clause (b)) during the period that (1) begins on the
    date occurring three Business Days after the first to occur of
    (x) the date of the acceleration of the final maturity of
    the Loans under the First-Lien Credit Agreement, (y) the
    occurrence of the final maturity of the Loans under the
    First-Lien Credit Agreement or (z) the occurrence of an
    Insolvency or Liquidation Proceeding with respect to the
    Borrower which constitutes an event of default under the
    First-Lien Credit Agreement (in each case, so long as the
    acceleration, failure to pay amounts due at final maturity or
    such Insolvency or Liquidation Proceeding constituting an event
    of default has not been rescinded or cured within such three
    Business Day period, and so long as any unpaid amounts
    constituting First-Lien Obligations remain owing); provided that
    if there is any failure to meet the condition described in the
    proviso of preceding clause (a) hereof, the aforementioned
    date shall be extended until the first date upon which such
    condition is satisfied, and (2) ends on the 30th day after
    the start of the period described in clause (1) above.



 



    (d) The obligations of the First-Lien Creditors to sell
    their respective First-Lien Obligations under this
    Section 5.7 are several and not joint and several. To the
    extent any First-Lien Creditor (a “Defaulting
    Creditor”) breaches its obligation to sell its
    First-Lien Obligations under this Section 5.7, nothing in
    this Section 5.7 shall be deemed to require the First-Lien
    Collateral Agent or any other First-Lien Creditor to purchase
    such Defaulting Creditor’s First-Lien Obligations for
    resale to the holders of Second-Lien Subordinated Obligations
    and in all cases,




    

    E-18








 






    the First-Lien Collateral Agent and each First-Lien Creditor
    complying with the terms of this Section 5.7 shall not be
    deemed to be in default of this Agreement or otherwise be deemed
    liable for any action or inaction of any Defaulting Creditor;
    provided that nothing in this clause (d) shall
    require any Eligible Purchaser to purchase less than all of the
    First-Lien Obligations.



 



    (e) Each Grantor irrevocably consents to any assignment
    effected to one or more Eligible Purchasers pursuant to this
    Section 5.7 (so long as they meet all eligibility standards
    contained in all relevant First-Lien Credit Documents, other
    than obtaining the consent of any Grantor to an assignment to
    the extent required by such First-Lien Credit Documents) for
    purposes of all First-Lien Credit Documents and hereby agrees
    that no further consent from such Grantor shall be required.



 



    Section 6.  Insolvency
    or Liquidation Proceedings.



 



    6.1  Finance and Sale
    Issues.  (a) Until the Discharge of the
    First-Lien Obligations has occurred, if the Borrower or any
    other Grantor shall be subject to any Insolvency or Liquidation
    Proceeding and the First-Lien Collateral Agent (acting at the
    direction of the Required First-Lien Creditors) shall desire to
    permit the use of Cash Collateral on which the First-Lien
    Collateral Agent or any other creditor of the Borrower or any
    other Grantor has a Lien or agrees, along with the Required
    First-Lien Creditors, to permit the Borrower or any other
    Grantor to obtain post-petition financing (including on a
    priming basis), whether from the First-Lien Creditors or any
    other third party under Section 362, 363 or 364 of the
    Bankruptcy Code or any other Bankruptcy Law (each, a
    “Post-Petition Financing”), then the Second-Lien
    Collateral Agent, on behalf of itself and the Second-Lien
    Creditors, and each Second-Lien Creditor (by its acceptance of
    the benefits of the Second-Lien Subordinated
    Notes Documents), agrees that it will not oppose or raise
    any objection to or contest (or join with or support any third
    party opposing, objecting to or contesting), such use of Cash
    Collateral or Post-Petition Financing and will not request
    adequate protection or any other relief in connection therewith
    that is inconsistent with Section 6.3 (except as expressly
    agreed in writing by the First-Lien Collateral Agent) and, to
    the extent the Liens securing the First-Lien Obligations are
    subordinated to or pari passu with such Post-Petition Financing
    incurred in compliance with this Section 6.1, the Liens of
    the Second-Lien Creditors on the Collateral shall be deemed to
    be subordinated, without any further action on the part of any
    person or entity, to the Liens securing such Post-Petition
    Financing (and all Obligations relating thereto), and the Liens
    securing the Second-Lien Subordinated Obligations shall have the
    same priority with respect to the Collateral relative to the
    Liens securing the First-Lien Obligations as if such
    Post-Petition Financing had not occurred; provided that the
    First-Lien Collateral Agent and the First-Lien Creditors
    acknowledge and agree that the Second-Lien Collateral Agent and
    the Second-Lien Creditors shall retain the right to raise any
    objection to the Post-Petition Financing that could be raised by
    any unsecured creditor of the Borrower, so long as such
    objections are not based on the Second-Lien Creditors’
    status as secured creditors.



 



    (b) Until the Discharge of the First-Lien Obligations has
    occurred, the Second-Lien Collateral Agent, on behalf of itself
    and the Second-Lien Creditors, and each Second-Lien Creditor (by
    its acceptance of the benefits of the Second-Lien Subordinated
    Notes Documents), agrees that it will raise no objection
    to, oppose or contest (or join with or support any third party
    opposing, objecting to or contesting), a sale or other
    disposition of any Collateral free and clear of its Liens or
    other claims under Section 363 of the Bankruptcy Code if
    the First-Lien Creditors have consented to such sale or
    disposition of such assets; provided, that
    notwithstanding the foregoing, the Second-Lien Collateral Agent,
    on behalf of itself and the other Second-Lien Creditors, may
    raise objections to any such disposition of Collateral that
    could be raised by any creditor of the Borrower whose claims
    were not secured by any Liens on the Collateral, so long as such
    objections are not based on the Second-Lien Creditors’
    status as secured creditors.



 



    6.2  Relief from the Automatic
    Stay.  Until the Discharge of First-Lien
    Obligations has occurred, the Second-Lien Collateral Agent, on
    behalf of itself and the Second-Lien Creditors, and each
    Second-Lien Creditor (by its acceptance of the benefits of the
    Second-Lien Subordinated Notes Documents), agrees that none
    of them shall seek relief, pursuant to Section 362(d) of
    the Bankruptcy Code or otherwise, from the automatic stay of
    Section 362(a) of the Bankruptcy Code or from any other
    stay in any Insolvency or Liquidation Proceeding in respect of
    the Collateral, without the prior written consent of the
    First-Lien Collateral Agent, unless a motion for adequate
    protection permitted under Section 6.3 has been denied by
    the Bankruptcy Court.




    

    E-19








 





 



    6.3  Adequate
    Protection.  (a) The Second-Lien Collateral
    Agent, on behalf of itself and the Second-Lien Creditors, and
    each Second-Lien Creditor (by its acceptance of the benefits of
    the Second-Lien Subordinated Notes Documents), agrees that
    none of them shall (i) oppose, object to or contest (or
    join with or support any third party opposing, objecting to or
    contesting) (a) any request by the First-Lien Collateral
    Agent or the other First-Lien Creditors for adequate protection
    in any Insolvency or Liquidation Proceeding (or any granting of
    such request) or (b) any objection by the First-Lien
    Collateral Agent or the other First-Lien Creditors to any
    motion, relief, action or proceeding based on the First-Lien
    Collateral Agent or the other First-Lien Creditors claiming a
    lack of adequate protection or (ii) seek or accept any form
    of adequate protection under any of Sections 362, 363
    and/or 364
    of the Bankruptcy Code with respect to the Collateral, except as
    expressly provided in this Section 6.3.



 



    (b) In any Insolvency or Liquidation Proceeding:



 



    (i) if the First-Lien Creditors (or any subset thereof) are
    granted adequate protection in the form of additional collateral
    in connection with any use of Cash Collateral or Post-Petition
    Financing, then the Second-Lien Collateral Agent, on behalf of
    itself or any of the other Second-Lien Creditors, may seek or
    request adequate protection in the form of a Lien on such
    additional collateral, which Lien will be subordinated to the
    Liens securing the First-Lien Obligations, such use of Cash
    Collateral
    and/or any
    Post-Petition Financing (and all Obligations relating thereto)
    on the same basis as the other Liens securing the Second-Lien
    Subordinated Obligations are so subordinated to the First-Lien
    Obligations under this Agreement, the First-Lien Security
    Documents and the Second-Lien Subordinated Security
    Documents; and



 



    (ii) the Second-Lien Collateral Agent and the other
    Second-Lien Creditors shall only be permitted to seek adequate
    protection with respect to their rights in the Collateral in any
    Insolvency or Liquidation Proceeding in the form of
    (A) additional collateral, including replacement Liens on
    post-petition collateral, provided, that, as adequate
    protection for the First-Lien Obligations, the First-Lien
    Collateral Agent, on behalf of the First-Lien Creditors, is also
    granted a security interest in and Lien upon such additional
    collateral, which is senior and prior to the security interest
    and Lien granted to the Second-Lien Collateral Agent
    and/or the
    Second-Lien Creditors; (B) replacement Liens on the
    Collateral, provided, that, as adequate protection for
    the First-Lien Obligations, the First-Lien Collateral Agent, on
    behalf of the First-Lien Creditors, is also granted a security
    interest in and replacement Lien upon such additional
    collateral, which is senior and prior to the security interest
    and Lien granted to the Second-Lien Collateral Agent
    and/or the
    Second-Lien Creditors; and (C) an administrative expense
    claim, provided, that, as adequate protection for the
    First-Lien Obligations, the First-Lien Collateral Agent, on
    behalf of the First-Lien Creditors, is also granted an
    administrative expense claim that is senior and prior to the
    administrative expense claim granted to the Second-Lien
    Collateral Agent
    and/or the
    Second-Lien Creditors; and provided, further, that
    unless the Discharge of First-Lien Obligations has occurred
    prior to, or occurs on, the effective date of any plan of
    reorganization, any adequate protection payments that may
    otherwise be payable to the Second-Lien Collateral Agent or any
    Second-Lien Creditors in respect of any of the foregoing shall
    be paid to the First-Lien Collateral Agent for the benefit of
    the First-Lien Creditors for application to the First-Lien
    Obligations.



 



    6.4  No Waiver; Voting Rights; Reorganization
    Securities.  (a) Nothing contained herein
    shall prohibit or in any way limit the First-Lien Collateral
    Agent or any First-Lien Creditor from objecting on any basis in
    any Insolvency or Liquidation Proceeding or otherwise to any
    action taken by the Second-Lien Collateral Agent or any other
    Second-Lien Creditor, including the seeking by the Second-Lien
    Collateral Agent or any other Second-Lien Creditor of adequate
    protection on terms inconsistent with Section 6.3 or the
    assertion by the Second-Lien Collateral Agent or any other
    Second-Lien Creditor of any of its rights and remedies under the
    Second-Lien Subordinated Notes Documents or otherwise.



 



    (b) In any Insolvency or Liquidation Proceeding, neither
    the Second-Lien Collateral Agent nor any other Second-Lien
    Creditor shall (i) oppose or object to the proposed
    treatment of First-Lien Obligations or the relative treatment of
    the First-Lien Obligations to the Second-Lien Subordinated
    Obligations in any plan of reorganization or disclosure
    statement, or join with or support any third party in doing so,
    to the extent the terms of such plan or disclosure statement
    comply with the following clause (ii) and are otherwise
    consistent with the rights of the First-Lien Creditors under
    this Agreement or (ii) support any plan of reorganization
    or disclosure statement of any Grantor unless (x) such plan
    provides for the payment in full in cash of all First-Lien
    Obligations (including all post-




    

    E-20








 






    petition interest, fees and expenses as provided in
    Section 6.6 hereof) on the effective date of such plan of
    reorganization, or (y) such plan provides on account of the
    First-Lien Obligations for the retention by the First-Lien
    Collateral Agent, for the benefit of the First-Lien Creditors,
    of the Liens on the Collateral securing the First-Lien
    Obligations, and on all proceeds thereof, and such plan also
    provides that any Liens retained by, or granted to, the
    Second-Lien Collateral Agent are only on assets or property
    securing the First-Lien Obligations and shall have the same
    relative priority with respect to the Collateral or other assets
    or property, respectively, as provided in this Agreement with
    respect to the Collateral, and to the extent such plan provides
    for deferred cash payments, or for the distribution of any other
    property of any kind or nature, on account of the First-Lien
    Obligations or the Second-Lien Subordinated Obligations, such
    plan provides that any such deferred cash payments or other
    distributions in respect of the Second-Lien Subordinated
    Obligations shall be delivered to the First-Lien Collateral
    Agent and distributed in accordance with the priorities provided
    in Sections 4.1(a) and 5.4 hereof. Notwithstanding the
    foregoing, the Second-Lien Creditors shall remain entitled to
    vote their claims in any such Insolvency or Liquidation
    Proceeding.



 



    (c) If, in any Insolvency or Liquidation Proceeding, debt
    obligations of the reorganized debtor secured by Liens upon any
    property of the reorganized debtor are distributed pursuant to a
    plan of reorganization or similar dispositive restructuring
    plan, the Second-Lien Creditors may receive Junior Permitted
    Securities (as defined in the Second-Lien Subordinated
    Notes Indenture) to the extent permitted in the Second-Lien
    Subordinated Notes Indenture.



 



    6.5  Preference Issues.  If any
    First-Lien Creditor is required in any Insolvency or Liquidation
    Proceeding or otherwise to turn over or otherwise pay to the
    estate of the Borrower or any other Grantor any amount (a
    “Recovery”), then the First-Lien Obligations shall be
    reinstated to the extent of such Recovery and the First-Lien
    Creditors shall be entitled to a reinstatement of First-Lien
    Obligations with respect to all such recovered amounts. If this
    Agreement shall have been terminated prior to such Recovery,
    this Agreement shall be reinstated in full force and effect, and
    such prior termination shall not diminish, release, discharge,
    impair or otherwise affect the obligations of the parties hereto
    from such date of reinstatement. Any amounts received by the
    Second-Lien Collateral Agent or any Second-Lien Creditor on
    account of the Second-Lien Subordinated Obligations after the
    termination of this Agreement shall, in the event of a
    reinstatement of this Agreement pursuant to this
    Section 6.5, be held in trust for and paid over to the
    First-Lien Collateral Agent for the benefit of the First-Lien
    Creditors, for application to the reinstated First-Lien
    Obligations. This Section 6.5 shall survive termination of
    this Agreement.



 



    6.6  Post-Petition
    Interest.  (a) Neither the Second-Lien
    Collateral Agent nor any other Second-Lien Creditor shall oppose
    or seek to challenge any claim by the First-Lien Collateral
    Agent or any other First-Lien Creditor for allowance in any
    Insolvency or Liquidation Proceeding of First-Lien Obligations
    consisting of post-petition interest, fees or expenses to the
    extent of the value of the Liens securing the First-Lien
    Obligations (it being understood and agreed that such value
    shall be determined without regard to the existences of any
    Liens securing the Second-Lien Subordinated Obligations).
    Regardless of whether any such claim for post-petition interest,
    fees or expenses is allowed or allowable, and without limiting
    the generality of the other provisions of this Agreement, this
    Agreement is expressly intended to include and does include the
    “rule of explicitness” in that this Agreement
    expressly entitles the First-Lien Creditors, and is intended to
    provide the First-Lien Creditors with the right, to receive
    payment of all post-petition interest, fees or expenses through
    distributions made pursuant to the provisions of this Agreement
    even though such interest, fees and expenses are not allowed or
    allowable against the bankruptcy estate of the Borrower or any
    other Grantor under Section 502(b)(2) or
    Section 506(b) of the Bankruptcy Code or under any other
    provision of the Bankruptcy Code or any other Bankruptcy Law.



 



    (b) Without limiting the foregoing, it is the intention of
    the parties hereto that (and to the maximum extent permitted by
    law the parties hereto agree that) the First-Lien Obligations
    (and the security therefor) constitute a separate and distinct
    class (and separate and distinct claims) from the Second-Lien
    Subordinated Obligations (and the security therefor).



 



    6.7  Waiver.  The Second-Lien
    Collateral Agent, for itself and on behalf of the other
    Second-Lien Creditors, waives any claim it may hereafter have
    against any First-Lien Creditor arising out of the election by
    any First-Lien Creditor of the application to the claims of any
    First-Lien Creditor of Section 1111(b)(2) of the Bankruptcy
    Code, and/or
    out of any Cash Collateral or Post-Petition Financing
    arrangement or out of any grant of a security interest in
    connection with the Collateral in any Insolvency or Liquidation
    Proceeding.




    

    E-21








 





 



    6.8  Limitations.  So long as the
    Discharge of First-Lien Obligations has not occurred, without
    the express written consent of the First-Lien Collateral Agent,
    none of the Second-Lien Creditors shall (or shall join with or
    support any third party making, opposing, objecting or
    contesting, as the case may be), in any Insolvency or
    Liquidation Proceeding involving any Grantor, (i) make an
    election for application to its claims of
    Section 1111(b)(2) of the Bankruptcy Code,
    (ii) oppose, object to or contest the determination of the
    extent of any Liens held by any of the First-Lien Creditors or
    the value of any claims of First-Lien Creditors under
    Section 506(a) of the Bankruptcy Code or (iii) oppose,
    object to or contest the payment to the First-Lien Creditors of
    interest, fees or expenses under Section 506(b) of the
    Bankruptcy Code.



 



    Section 7.  Reliance;
    Waivers; Etc.



 



    7.1  Reliance.  Other than any
    reliance on the terms of this Agreement, the First-Lien
    Collateral Agent, on behalf of itself and the First-Lien
    Creditors under the First-Lien Documents, acknowledges that it
    and the other First-Lien Creditors have, independently and
    without reliance on the Second-Lien Collateral Agent or any
    other Second-Lien Creditors, and based on documents and
    information deemed by them appropriate, made their own credit
    analysis and decision to enter into such First-Lien Documents
    and be bound by the terms of this Agreement and they will
    continue to make their own credit decision in taking or not
    taking any action under any First-Lien Document or this
    Agreement. The Second-Lien Collateral Agent, on behalf of itself
    and the Second-Lien Creditors, acknowledges that it and the
    other Second-Lien Creditors have, independently and without
    reliance on the First-Lien Collateral Agent or any other
    First-Lien Creditor, and based on documents and information
    deemed by them appropriate, made their own analysis and decision
    to enter into each of the Second-Lien Subordinated
    Notes Documents and be bound by the terms of this Agreement
    and they will continue to make their own decision in taking or
    not taking any action under the Second-Lien Subordinated
    Notes Documents or this Agreement.



 



    7.2  No Warranties or Liability.  The
    First-Lien Collateral Agent, on behalf of itself and the
    First-Lien Creditors under the First-Lien Documents,
    acknowledges and agrees that each of the Second-Lien Collateral
    Agent and the other Second-Lien Creditors have made no express
    or implied representation or warranty, including with respect to
    the execution, validity, legality, completeness, collectibility
    or enforceability of any of the Second-Lien Subordinated
    Notes Documents, the ownership of any Shared Collateral or
    the perfection or priority of any Liens thereon. The Second-Lien
    Collateral Agent, on behalf of itself and the Second-Lien
    Creditors, acknowledges and agrees that each of the First-Lien
    Collateral Agent and the First-Lien Creditors have made no
    express or implied representation or warranty, including with
    respect to the execution, validity, legality, completeness,
    collectibility or enforceability of any of the First-Lien
    Documents, the ownership of any Collateral or the perfection or
    priority of any Liens thereon. The First-Lien Creditors will be
    entitled to manage and supervise their respective loans and
    extensions of credit under their respective First-Lien Documents
    in accordance with law and as they may otherwise, in their sole
    discretion, deem appropriate. The First-Lien Collateral Agent
    and the First-Lien Creditors shall have no duty to the
    Second-Lien Collateral Agent or any of the Second-Lien
    Creditors, to act or refrain from acting in a manner which
    allows, or results in, the occurrence or continuance of an event
    of default or default under any agreements with the Borrower or
    any other Grantor (including under the First-Lien Documents),
    regardless of any knowledge thereof which they may have or be
    charged with.



 



    7.3  No Waiver of Lien
    Priorities.  (a) No right of the First-Lien
    Creditors, the First-Lien Collateral Agent or any of them to
    enforce any provision of this Agreement or any First-Lien
    Document shall at any time in any way be prejudiced or impaired
    by any act or failure to act on the part of the Borrower or any
    other Grantor or by any act or failure to act by any First-Lien
    Creditor or the First-Lien Collateral Agent, or by any
    noncompliance by any Person with the terms, provisions and
    covenants of this Agreement, any of the First-Lien Documents or
    any of the Second-Lien Subordinated Notes Documents,
    regardless of any knowledge thereof which the First-Lien
    Collateral Agent or the First-Lien Creditors, or any of them,
    may have or be otherwise charged with.



 



    (b) Without in any way limiting the generality of the
    foregoing paragraph (but subject to the rights of the
    Borrower and the other Grantors under the First-Lien Documents),
    the First-Lien Creditors, the First-Lien Collateral Agent and
    any of them may, at any time and from time to time in accordance
    with the First-Lien Documents
    and/or
    applicable law, without the consent of, or notice to, the
    Second-Lien Collateral Agent or any other Second-Lien Creditor,
    without incurring any liabilities to the Second-Lien Collateral
    Agent or any other Second-Lien Creditor and without impairing or
    releasing the Lien priorities and other benefits provided in
    this




    

    E-22








 






    Agreement (even if any right of subrogation or other right or
    remedy of the Second-Lien Collateral Agent or any Second-Lien
    Creditors is affected, impaired or extinguished thereby) do any
    one or more of the following:



 



    (i) make loans and advances to any Grantor or issue,
    guaranty or obtain letters of credit for account of any Grantor
    or otherwise extend credit to any Grantor, in any amount and on
    any terms, whether pursuant to a commitment or as a
    discretionary advance and whether or not any default or event of
    default or failure of condition is then continuing;



 



    (ii) change the manner, place or terms of payment or change
    or extend the time of payment of, or amend, renew, exchange,
    increase or alter, the terms of any of the First-Lien
    Obligations or any Lien on any First-Lien Collateral or guaranty
    thereof or any liability of the Borrower or any other Grantor,
    or any liability incurred directly or indirectly in respect
    thereof (including any increase in or extension of the
    First-Lien Obligations, without any restriction as to the
    amount, tenor or terms of any such increase or extension) or
    otherwise amend, renew, exchange, extend, modify or supplement
    in any manner any Liens held by the First-Lien Collateral Agent
    or any of the First-Lien Creditors, the First-Lien Obligations
    or any of the First-Lien Documents;



 



    (iii) sell, exchange, release, surrender, realize upon,
    enforce or otherwise deal with in any manner and in any order
    any part of the First-Lien Collateral or any liability of the
    Borrower or any other Grantor to the First-Lien Creditors or the
    First-Lien Collateral Agent, or any liability incurred directly
    or indirectly in respect thereof;



 



    (iv) settle or compromise any First-Lien Obligation or any
    other liability of the Borrower or any other Grantor or any
    security therefor or any liability incurred directly or
    indirectly in respect thereof and apply any sums by whomsoever
    paid and however realized to any liability (including the
    First-Lien Obligations) in any manner or order;



 



    (v) exercise or delay in or refrain from exercising any
    right or remedy against the Borrower or any other Grantor or any
    other Person or with respect to any security, elect any remedy
    and otherwise deal freely with the Borrower, any other Grantor
    or any First-Lien Collateral and any security and any guarantor
    or any liability of the Borrower or any other Grantor to the
    First-Lien Creditors or any liability incurred directly or
    indirectly in respect thereof; and



 



    (vi) release or discharge any First-Lien Obligation or any
    guaranty thereof or any agreement or obligation of any Grantor
    or any other person or entity with respect thereto.



 



    (c) The Second-Lien Collateral Agent, on behalf of itself
    and the Second-Lien Creditors, and each other Second-Lien
    Creditor (by its acceptance of the benefits of the Second-Lien
    Subordinated Notes Documents), agrees not to assert and
    hereby waives, to the fullest extent permitted by law, any right
    to demand, request, plead or otherwise assert or otherwise claim
    the benefit of, any marshalling, appraisal, valuation or other
    similar right that may otherwise be available under applicable
    law with respect to the Collateral or any other similar rights a
    junior secured creditor may have under applicable law.



 



    7.4  Waiver of Liability;
    Indemnity.  (a) The Second-Lien Collateral
    Agent, on behalf of itself and the Second-Lien Creditors, also
    agrees that the First-Lien Creditors and the First-Lien
    Collateral Agent shall have no liability to the Second-Lien
    Collateral Agent or any other Second-Lien Creditors, and the
    Second-Lien Collateral Agent, on behalf of itself and the
    Second-Lien Creditors, hereby waives any claim against any
    First-Lien Creditor or the First-Lien Collateral Agent, arising
    out of any and all actions which the First-Lien Creditors or the
    First-Lien Collateral Agent may take or permit or omit to take
    with respect to: (i) the First-Lien Documents (including,
    without limitation, any failure to perfect or obtain perfected
    security interests in the First-Lien Collateral), (ii) the
    collection of the First-Lien Obligations or (iii) the
    foreclosure upon, or sale, liquidation or other disposition of,
    any First-Lien Collateral. The Second-Lien Collateral Agent, on
    behalf of itself and the Second-Lien Creditors, agrees that the
    First-Lien Creditors and the First-Lien Collateral Agent have no
    duty, express or implied, fiduciary or otherwise, to them in
    respect of the maintenance or preservation of the First-Lien
    Collateral, the First-Lien Obligations or otherwise. Neither the
    First-Lien Collateral Agent nor any other First-Lien Creditor
    nor any of their respective directors, officers, employees or
    agents will be liable for failure to demand, collect or realize
    upon any of the Collateral or for any delay in doing so, or will
    be under any obligation to sell or otherwise dispose of any
    Collateral upon the request of the Borrower or any other Grantor
    or upon the request of the Second-Lien Collateral Agent, any




    

    E-23








 






    other holder of Second-Lien Subordinated Obligations or any
    other Person or to take any other action whatsoever with regard
    to the Collateral or any part thereof. Without limiting the
    foregoing, each Second-Lien Creditor by accepting the benefits
    of the Second-Lien Subordinated Notes Documents agrees that
    neither the First-Lien Collateral Agent nor any other First-Lien
    Creditor (in directing the Collateral Agent to take any action
    with respect to the Collateral) shall have any duty or
    obligation to realize first upon any type of Collateral or to
    sell, dispose of or otherwise liquidate all or any portion of
    the Collateral in any manner, including as a result of the
    application of the principles of marshaling or otherwise, that
    would maximize the return to any class of Creditors holding
    Obligations of any type (whether First-Lien Obligations or
    Second-Lien Subordinated Obligations), notwithstanding that the
    order and timing of any such realization, sale, disposition or
    liquidation may affect the amount of proceeds actually received
    by such class of Creditors from such realization, sale,
    disposition or liquidation.



 



    (b) With respect to its share of the Obligations, Deutsche
    Bank Trust Company Americas (“DBTCA”) shall
    have and may exercise the same rights and powers hereunder as,
    and shall be subject to the same obligations and liabilities as
    and to the extent set forth herein for, any other Creditor, all
    as if DBTCA were not the First-Lien Collateral Agent. The term
    “Creditors” or any similar term shall, unless the
    context clearly otherwise indicates, include DBTCA in its
    individual capacity as a Creditor. DBTCA and its affiliates may
    lend money to, and generally engage in any kind of business
    with, the Grantors or any of their Affiliates as if DBTCA were
    not acting as the First-Lien Collateral Agent and without any
    duty to account therefor to any other Creditor.



 



    7.5  Obligations Unconditional.  All
    rights, interests, agreements and obligations of the First-Lien
    Collateral Agent and the other First-Lien Creditors and the
    Second-Lien Collateral Agent and the other Second-Lien
    Creditors, respectively, hereunder (including the Lien
    priorities established hereby) shall remain in full force and
    effect irrespective of:



 



    (a) any lack of validity or enforceability of any
    First-Lien Document or any Second-Lien Subordinated
    Notes Document;



 



    (b) any change in the time, manner or place of payment of,
    or in any other terms of, all or any of the First-Lien
    Obligations or Second-Lien Subordinated Obligations, or any
    amendment or waiver or other modification, including any
    increase in the amount thereof, whether by course of conduct or
    otherwise, of the terms of any First-Lien Document or any
    Second-Lien Subordinated Notes Document;



 



    (c) any exchange of any security interest in any Collateral
    or any other collateral, or any amendment, waiver or other
    modification, whether in writing or by course of conduct or
    otherwise, of all or any of the First-Lien Obligations or
    Second-Lien Subordinated Obligations or any guarantee thereof;



 



    (d) the commencement of any Insolvency or Liquidation
    Proceeding in respect of the Borrower or any other
    Grantor; or



 



    (e) any other circumstances which otherwise might
    constitute a defense available to, or a discharge of, the
    Borrower or any other Grantor in respect of the First-Lien
    Obligations, or of the Second-Lien Collateral Agent or any
    Second-Lien Creditor in respect of this Agreement.



 



    Section 8.  Miscellaneous.



 



    8.1  Conflicts.  In the event of any
    conflict between the provisions of this Agreement and the
    provisions of the First-Lien Documents or the Second-Lien
    Subordinated Notes Documents, the provisions of this
    Agreement shall govern and control.



 



    8.2  Effectiveness; Continuing Nature of this
    Agreement; Severability.  This Agreement shall
    become effective when executed and delivered by the parties
    hereto. This is a continuing agreement of lien subordination and
    the First-Lien Creditors may continue, at any time and without
    notice to the Second-Lien Collateral Agent or any other
    Second-Lien Creditor, to extend credit and other financial
    accommodations and lend monies to or for the benefit of the
    Borrower or any other Grantor constituting First-Lien
    Obligations in reliance hereon. The Second-Lien Collateral
    Agent, on behalf of itself and the other Second-Lien Creditors,
    hereby agrees that it will not attempt, directly or indirectly,
    whether by judicial proceedings or otherwise, to challenge the
    enforceability of any provision of this Agreement, and waives
    any right it may have under applicable law to revoke this
    Agreement or any of the provisions of this Agreement. The terms
    of this Agreement shall survive, and shall continue in full
    force and effect,




    

    E-24








 






    in any Insolvency or Liquidation Proceeding. Without limiting
    the generality of the foregoing, this Agreement is intended to
    constitute and shall be deemed to constitute a
    “subordination agreement” within the meaning of
    Section 510(a) of the Bankruptcy Code and is intended to be
    and shall be interpreted to be enforceable to the maximum extent
    permitted pursuant to applicable non-bankruptcy law. Any
    provision of this Agreement which is prohibited or unenforceable
    in any jurisdiction shall not invalidate the remaining
    provisions hereof, and any such prohibition or unenforceability
    in any jurisdiction shall not invalidate or render unenforceable
    such provision in any other jurisdiction. All references to the
    Borrower or any other Grantor shall include the Borrower or such
    Grantor as debtor and
    debtor-in-possession
    and any receiver or trustee for the Borrower or any other
    Grantor (as the case may be) in any Insolvency or Liquidation
    Proceeding. This Agreement shall terminate and be of no further
    force and effect, (i) with respect to the Second-Lien
    Collateral Agent, the other Second-Lien Creditors and the
    Second-Lien Subordinated Obligations, upon the later of
    (1) the date upon which the obligations under the
    Second-Lien Subordinated Notes Documents terminate if there
    are no other Second-Lien Subordinated Obligations outstanding on
    such date and (2) if there are other Second-Lien
    Subordinated Obligations outstanding on such date, the date upon
    which such Second-Lien Subordinated Obligations terminate and
    (ii) with respect to the First-Lien Collateral Agent, the
    other First-Lien Creditors and the First-Lien Obligations, the
    date of the Discharge of First-Lien Obligations, subject to the
    rights of the First-Lien Creditors under Section 6.5 of
    this Agreement.



 



    8.3  Amendments;
    Waivers.  (a) No amendment, modification or
    waiver of any of the provisions of this Agreement by the
    Second-Lien Collateral Agent or the First-Lien Collateral Agent
    shall be made unless the same shall be in writing signed on
    behalf of each party hereto; provided that (x) the
    First-Lien Collateral Agent (at the direction of the Required
    First-Lien Creditors) may, without the written consent of any
    other Creditor, agree to modifications of this Agreement for the
    purpose of securing additional extensions of credit (including
    pursuant to the First-Lien Credit Agreement or any Refinancing
    or extension thereof) and adding new creditors as
    “First-Lien Creditors” and “Creditors”
    hereunder, so long as such extensions (and resulting additions)
    do not otherwise give rise to a violation of the express terms
    of the First-Lien Credit Agreement, (y) additional Grantors
    may be added as parties hereto in accordance with the provisions
    of Section 8.18 of this Agreement, and (z) without
    limitation of Section 5.3, at the sole request and expense
    of the Borrower, and (i) without the consent of the
    Second-Lien Collateral Agent, this Agreement may be modified or
    amended (A) to add other parties (or any authorized agent
    thereof or trustee therefore) holding Parity Lien Debt that are
    incurred in compliance with the First-Lien Documents and the
    Second-Lien Subordinated Notes Documents and (B) to
    establish that (1) the Liens on the Second-Lien Collateral
    securing such Parity Lien Debt shall be pari passu hereunder
    with the Liens on such Second-Lien Collateral securing the
    Second-Lien Subordinated Obligations and junior and subordinated
    to the Liens on any such Shared Collateral securing the
    First-Lien Obligations and (2) any Parity Lien Debt is
    expressly subject to the payment subordination provisions of the
    Second-Lien Subordinated Notes Indenture. Any such
    additional party and each party hereto shall be entitled to rely
    upon a certificate delivered by an officer of the Borrower
    certifying that any Parity Lien Debt was issued or borrowed in
    compliance with the First-Lien Documents and the Second-Lien
    Subordinated Notes Documents. Any amendment of this
    Agreement that is proposed to be effected without the consent of
    the Second-Lien Collateral Agent as permitted by the proviso to
    the second preceding sentence shall be submitted to the
    Second-Lien Collateral Agent for its review at least five
    (5) Business Days prior to the proposed effectiveness of
    such amendment.



 



    (b) Each waiver of the terms of this Agreement, if any,
    shall be a waiver only with respect to the specific instance
    involved and shall not impair the rights of the parties making
    such waiver or the obligations of the other parties to such
    party in any other respect or at any other time. Notwithstanding
    the foregoing, no Grantor shall have any right to consent to or
    approve any amendment, modification or waiver of any provision
    of this Agreement except to the extent the liabilities, duties
    or obligations of such Grantor are increased or expanded, as the
    case may be, as a result of such amendment, modification or
    waiver.



 



    8.4  Information Concerning Financial Condition of
    the Borrower and its Subsidiaries.  The First-Lien
    Collateral Agent and the First-Lien Creditors, on the one hand,
    and the other Second-Lien Creditors, on the other hand, shall
    each be responsible for keeping themselves informed of
    (a) the financial condition of the Borrower and its
    Subsidiaries and all endorsers
    and/or
    guarantors of the First-Lien Obligations or the Second-Lien
    Subordinated Obligations and (b) all other circumstances
    bearing upon the risk of nonpayment of the First-Lien
    Obligations or the Second-Lien Subordinated Obligations. The
    First-Lien Collateral Agent and the other First-Lien Creditors
    shall




    

    E-25








 






    have no duty to advise the Second-Lien Collateral Agent or any
    other Second-Lien Creditor of information known to it or them
    regarding such condition or any such circumstances or otherwise.
    In the event the First-Lien Collateral Agent or any of the other
    First-Lien Creditors, in its or their sole discretion,
    undertakes at any time or from time to time to provide any such
    information to the Second-Lien Collateral Agent or any other
    Second-Lien Creditor, it or they shall be under no obligation
    (w) to make, and the First-Lien Collateral Agent and the
    other First-Lien Creditors shall not make, any express or
    implied representation or warranty, including with respect to
    the accuracy, completeness, truthfulness or validity of any such
    information so provided, (x) to provide any additional
    information or to provide any such information on any subsequent
    occasion, (y) to undertake any investigation or (z) to
    disclose any information which, pursuant to accepted or
    reasonable commercial finance practices, such party wishes to
    maintain confidential or is otherwise required to maintain
    confidential.



 



    8.5  Subrogation.  Subject to the
    Discharge of First-Lien Obligations, with respect to the value
    of any payments or distributions in cash, property or other
    assets that the Second-Lien Creditors or Second-Lien Collateral
    Agent pay over to the First-Lien Collateral Agent or any of the
    other First-Lien Creditors under the terms of this Agreement,
    the Second-Lien Collateral Agent and the other Second-Lien
    Creditors shall be subrogated to the rights of the First-Lien
    Collateral Agent and such other First-Lien Creditors; provided
    that, the Second-Lien Collateral Agent, on behalf of itself and
    the Second-Lien Creditors, hereby agrees not to assert or
    enforce all such rights of subrogation it may acquire as a
    result of any payment hereunder until the Discharge of
    First-Lien Obligations has occurred. Each of the Borrower and
    each other Grantor acknowledges and agrees that, the value of
    any payments or distributions in cash, property or other assets
    received by the Second-Lien Collateral Agent or the other
    Second-Lien Creditors and paid over to the First-Lien Collateral
    Agent or the other First-Lien Creditors pursuant to, and applied
    in accordance with, this Agreement, shall not relieve or reduce
    any of the Obligations owed by the Borrower or any other Grantor
    under the Second-Lien Subordinated Notes Documents.



 



    8.6  Application of Payments; Consent to Certain
    Changes.  All payments received by the First-Lien
    Collateral Agent or the other First-Lien Creditors may be
    applied, reversed and reapplied, in whole or in part, to such
    part of the First-Lien Obligations as the First-Lien Creditors,
    in their sole discretion, deem appropriate. The Second-Lien
    Collateral Agent, on behalf of itself and the Second-Lien
    Creditors, assents to any extension or postponement of the time
    of payment of the First-Lien Obligations or any part thereof and
    to any other indulgence with respect thereto, to any
    substitution, exchange or, subject to the terms of
    Section 5.1(a) hereof, release of any security constituting
    Shared Collateral which may at any time secure any part of the
    First-Lien Obligations and to the addition or release of any
    other Person primarily or secondarily liable therefor; provided,
    that the parties hereto agree that (x) the Borrower shall
    not, and shall not permit any other Grantor to, substitute or
    exchange any security constituting Shared Collateral under this
    Section 8.6, unless it has also granted or
    contemporaneously grants a Lien on such substituted or exchanged
    asset or property to secure the Second-Lien Subordinated
    Obligations and has taken all actions to perfect such new Liens,
    and (y) in furtherance of Section 2.4(ii) hereof, with
    respect to any Person added or released as a guarantor pursuant
    to this Section 8.6, the parties will enter into such
    documentation as is necessary to ensure that the guarantors for
    the First-Lien Obligations and the Second-Lien Subordinated
    Obligations shall be identical.



 



    8.7  SUBMISSION TO JURISDICTION;
    WAIVERS.  (a) THE PARTIES HERETO IRREVOCABLY
    AND UNCONDITIONALLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF
    THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
    MANHATTAN, CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT
    COURT FOR 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 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.




    

    E-26








 





 



    (b) THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
    WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
    OBJECTION WHICH EACH MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
    VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
    THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 8.7(a)
    HEREOF. 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.



 



    (c) 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
    OF THE TRANSACTIONS CONTEMPLATED HEREBY (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, THE FIRST-LIEN DOCUMENTS AND THE SECOND-LIEN
    SUBORDINATED NOTES DOCUMENTS BY, AMONG OTHER THINGS, THE
    MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



 



    8.8  Notices.  All notices to the
    Second-Lien Creditors and the First-Lien Creditors permitted or
    required under this Agreement may be sent to the Second-Lien
    Collateral Agent and the First-Lien Collateral Agent,
    respectively. Unless otherwise specifically provided herein, any
    notice or other communication herein required or permitted to be
    given shall be in writing and may be personally served,
    electronically mailed or sent by courier service or
    U.S. mail and shall be deemed to have been given when
    delivered in person or by courier service, upon receipt of
    electronic mail or four Business Days after deposit in the
    U.S. mail (registered or certified, with postage prepaid
    and properly addressed). For the purposes hereof, the addresses
    of the parties hereto shall be as set forth below each
    party’s name on the signature pages hereto, or, as to each
    party, at such other address as may be designated by such party
    in a written notice to all of the other parties.



 



    8.9  Further Assurances.  Each of the
    First-Lien Collateral Agent, on behalf of itself and the
    First-Lien Creditors under the First-Lien Documents, the
    Second-Lien Collateral Agent, on behalf of itself and the
    Second-Lien Creditors, the Borrower and each other Grantor,
    agrees that each of them shall take such further action and
    shall execute and deliver such additional documents and
    instruments (in recordable form, if requested) as the First-Lien
    Collateral Agent or the Second-Lien Collateral Agent may
    reasonably request to effectuate the terms of and the lien
    priorities contemplated by this Agreement. Each Second-Lien
    Creditor, by its acceptance of the benefits of the Second-Lien
    Subordinated Notes Documents, agrees to be bound by the
    agreements herein made by it and the Second-Lien Collateral
    Agent, on its behalf.



 



    8.10  APPLICABLE LAW.  THIS AGREEMENT
    SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
    ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
    REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.



 



    8.11  Binding on Successors and
    Assigns.  This Agreement shall be binding upon the
    First-Lien Collateral Agent, the other First-Lien Creditors, the
    Second-Lien Collateral Agent, the other Second-Lien Creditors,
    the Grantors and their respective successors and assigns;
    provided that no Grantor may assign any of its rights or
    obligations under this Agreement without the prior written
    consent of the First-Lien Collateral Agent and the Second-Lien
    Collateral Agent.



 



    8.12  Specific Performance.  Each of
    the First-Lien Collateral Agent and the Second-Lien Collateral
    Agent may demand specific performance of this Agreement. Each of
    the First-Lien Collateral Agent, on behalf of itself and the
    First-Lien Creditors under the First-Lien Documents, and the
    Second-Lien Collateral Agent, on behalf of itself and the
    Second-Lien Creditors, hereby irrevocably waives any defense
    based on the adequacy of a remedy at law and any other defense
    which might be asserted to bar the remedy of specific
    performance in any action which may be brought by the First-Lien
    Collateral Agent or the Second-Lien Collateral Agent, as the
    case may be.




    

    E-27








 





 



    8.13  Headings.  Section headings in
    this Agreement are included herein for convenience of reference
    only and shall not constitute a part of this Agreement for any
    other purpose or be given any substantive effect.



 



    8.14  Counterparts.  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. Delivery of an executed counterpart of a
    signature page of this Agreement or any document or instrument
    delivered in connection herewith by telecopy shall be effective
    as delivery of a manually executed counterpart of this Agreement
    or such other document or instrument, as applicable.



 



    8.15  Authorization.  By its
    signature, each Person executing this Agreement on behalf of a
    party hereto represents and warrants to the other parties hereto
    that it is duly authorized to execute this Agreement. Each
    Second-Lien Creditor, by its acceptance of the benefits of the
    Second-Lien Subordinated Notes Documents, agrees to be
    bound by the agreements made herein.



 



    8.16  No Third Party Beneficiaries; Effect of
    Agreement.  This Agreement and the rights and
    benefits hereof shall inure to the benefit of each of the
    First-Lien Collateral Agent, the Second-Lien Collateral Agent
    and their respective successors and assigns and shall inure to
    the benefit of each of the First-Lien Creditors and the
    Second-Lien Creditors. No other Person shall have or be entitled
    to assert rights or benefits hereunder. Nothing in this
    Agreement shall impair, as between each of the Grantors and the
    First-Lien Collateral Agent and the First-Lien Creditors, on the
    one hand, and each of the Grantors and the Second-Lien
    Collateral and the Second-Lien Creditors, on the other hand, the
    obligations of each Grantor to pay principal, interest, fees and
    other amounts as provided in the First-Lien Documents and the
    Second-Lien Subordinated Notes Documents, respectively.



 



    8.17  Provisions Solely to Define Relative
    Rights.  The provisions of this Agreement are and
    are intended solely for the purpose of defining the relative
    rights of the First-Lien Creditors, on the one hand, and the
    Second-Lien Creditors, on the other hand. None of the Borrower,
    any other Grantor or any other creditor thereof shall have any
    rights hereunder. Nothing in this Agreement is intended to or
    shall impair the obligations of the Borrower or any other
    Grantor, which are absolute and unconditional, to pay the
    First-Lien Obligations and the Second-Lien Subordinated
    Obligations as and when the same shall become due and payable in
    accordance with the terms of the First-Lien Documents and the
    Second-Lien Subordinated Notes Documents, respectively.



 



    8.18  Grantors; Additional
    Grantors.  It is understood and agreed that the
    Borrower and each other Grantor on the date of this Agreement
    shall constitute the original Grantors party hereto. The
    original Grantors hereby covenant and agree to cause each
    Subsidiary of the Borrower which becomes a Subsidiary Guarantor
    after the date hereof to contemporaneously become a party hereto
    (as a Grantor) by executing and delivering a counterpart hereof
    to the First-Lien Collateral Agent or by executing and
    delivering a joinder or assumption agreement in form and
    substance reasonably satisfactory to the First-Lien Collateral
    Agent. The parties hereto further agree that, notwithstanding
    any failure to take the actions required by the immediately
    preceding sentence, each Person which becomes a Subsidiary
    Guarantor at any time (and any security granted by any such
    Person) shall be subject to the provisions hereof as fully as if
    same constituted a Grantor party hereto and had complied with
    the requirements of the immediately preceding sentence.



 



    8.19  Subordination.  Each party
    hereto acknowledges and agrees that the Second-Lien
    Subordination Obligations are subject to the payment
    subordination provisions contained in the Second-Lien
    Subordinated Notes Indenture and the other Second-Lien
    Subordinated Notes Documents, and nothing herein shall be
    construed in any way to limit the applicability and
    enforceability of such provisions, or the duties and obligations
    of the Second-Lien Creditors, and the rights and privileges of
    the First-Lien Creditors, thereunder.



 



    8.20  The Second-Lien Subordinated Notes Trustee
    and the Second-Lien Collateral
    Agent.  (a) The Grantors hereby acknowledge
    that, solely as between the Grantors, the Second-Lien Collateral
    Agent and the Second-Lien Subordinated Notes Trustee, all of the
    rights, privileges, protections, indemnities and immunities
    afforded the Second-Lien Subordinated Notes Trustee and the
    Second-Lien Collateral Agent under the Second-Lien Subordinated
    Notes Indenture and the Second-Lien Subordinated Notes
    Security Documents are hereby incorporated




    

    E-28








 






    herein by reference as if set forth herein in full. This
    Section 8.20 shall not be binding upon, or impair in any
    respect, any rights or obligations of the First-Lien Collateral
    Agent or any First-Lien Creditor.



 



    (b) Each party hereto hereby acknowledges and agrees that
    the Second-Lien Collateral Agent is entering into this Agreement
    solely in its capacity under the Second-Lien Subordinated
    Notes Documents and not in its individual capacity.



 



    (c) The Second-Lien Subordinated Notes Trustee and the
    Second-Lien Collateral Agent shall not be deemed to owe any
    fiduciary duty to the First-Lien Collateral Trustee or the other
    First-Lien Creditors. With respect to the First-Lien Trustee and
    the other First-Lien Creditors, each of the Second-Lien
    Subordinated Notes Trustee and the Second-Lien Collateral Agent
    undertakes to perform or to observe only such of its covenants
    and obligations as are specifically set forth in this Agreement
    and no implied covenants or obligations with respect to the
    First-Lien Collateral Trustee or the other First-Lien Creditors
    shall be read into this Agreement against the Second-Lien
    Subordinated Notes Trustee or the Second-Lien Collateral Agent.



 



    (d) The provisions of this Section 8.20 shall survive
    the termination of this Agreement.



 



    * * *




    

    E-29








 






    Exhibit G



 



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



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    First-Lien Collateral Agent

	
 
	
 
	
 
	
 
	
 

	

    Notice Address:


	
 
	
    Notice Address:
	
 
	
    DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as
    First-Lien Collateral Agent

	
    60 Wall Street 

    New York, New York 10005
	
 
	
    60 Wall Street

    New York, New York 10005

	

    Attention: ­
    ­


	
 
	
    Attention: ­
    ­
	
 
	
 

	

    Telephone:


	
 
	
    Telephone:
	
 
	
 

	

    Telecopier:


	
 
	
     Telecopier:
	
 
	
 

	
 
	
 
	
 
	
 
	
    By: ­
    ­

	
 
	
 
	
 
	
 
	
        Name:

	
 
	
 
	
 
	
 
	
        Title:

	
 
	
 
	
 
	
 
	
    By: ­
    ­

	
 
	
 
	
 
	
 
	
        Name:

	
 
	
 
	
 
	
 
	
        Title:

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Second-Lien Collateral Agent
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	

    Notice Address:


	
 
	
    WELLS FARGO BANK, N.A.,
	
 
	
 

	
    Wells Fargo Bank, N.A.

    Corporate Trust Services

    625 Marquette Avenue South

    Mac N9311-110

    Minneapolis, Minnesota 55479

    Attention: CMP Susquehanna Account Manager 

    Telephone:
    (262) 361-4376
    Telecopier:
    (612) 667-9825
	
 
	
    in its capacity as Second-Lien Collateral Agent 

    

    By: ­
    ­

        Name:

        Title:
	
 
	
 










    

    G-1








 





	 	 	 
	
    c/o Cumulus
    Media Partners, LLC 

    3280 Peachtree Road N.W. 

    Suite 2300
	
 
	
    CMP SUSQUEHANNA CORP., as Borrower

	
    Atlanta, Georgia 30305 

    Attention: Chief Financial Officer 

    Telephone:
    (404) 949-0700
    

    Fax:
    (404) 949-0700
	
 
	
    

    

    By:
    ­
    ­

      Name:  Lewis W. Dickey, Jr.

      Title:    Chairman, President
    and  

                   Chief
    Executive Officer

	
 
	
 
	
 

	
    c/o Cumulus
    Media Partners, LLC 

    3280 Peachtree Road N.W.

    Suite 2300 

    Atlanta, Georgia 30305 

    Attention: Chief Financial Officer 

    Fax:
    (404) 949-0700
	
 
	
    CMP SUSQUEHANNA RADIO HOLDINGS, CORP., 

    

    

    

    

    By:
    ­
    ­

      Name:  Lewis W. Dickey, Jr. 

      Title:    Chairman, President
    and 

                   Chief
    Executive Officer

	
 
	
 
	
 

	
    c/o Cumulus
    Media Partners, LLC 

    3280 Peachtree Road N.W. 

    Suite 2300 Atlanta, Georgia 30305 

    Attention: Chief Financial Officer 

    Telephone:
    (404) 949-0700
    

    Fax:
    (404) 949-0700
	
 
	
    SUSQUEHANNA PFALTZGRAFF CO. SUSQUEHANNA MEDIA CO. 

    SUSQUEHANNA RADIO CORP. 

    RADIO METROPLEX, INC.

    KPLX LICO, INC. 

    KLIF BROADCASTING, INC. 

    KLIF LICO, INC. 

    CMP KC CORP. 

    CMP HOUSTON-KC, LLC.

	
 
	
 
	
    

    

    

    By:
    ­
    ­

	
 
	
 
	
      Name:  Lewis W. Dickey, Jr.

	
 
	
 
	

      Title:    Chairman, President
    and Chief Executive 

    Officer of each of the above entities











 



    SIGNATURE PAGE TO THE CMP SUSQUEHANNA CORP. INTERCREDITOR
    AGREEMENT




    

    G-2