Exhibit 10.01


 


FIRST AMENDMENT TO CREDIT
AGREEMENT


 


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


 


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


 


NOW THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the Parent, the
Lenders and the Administrative Agent hereby agree as follows:


 


§1.          Amendment
to Credit Agreement.  The Credit Agreement is hereby amended in its
entirety and replaced with the document attached hereto as Annex I.


 


§2.          Amendment
to Exhibit C to Credit Agreement.  Exhibit C to the Credit Agreement
is hereby amended in its entirety and replaced with the document attached
hereto as Exhibit C to Annex II.


 


§3.          Amendment
to Add a New Exhibit F to Credit Agreement.  A new Exhibit F to
the Credit Agreement is hereby added in its entirety in the form attached
hereto as Exhibit F to Annex II.


 


§4.          Amendment
to Add a New Schedule 7.03(a) to Credit Agreement.  A new Schedule 7.03(a) to
the Credit Agreement is hereby added in its entirety in the form attached
hereto as Schedule 7.03(a) to Annex II.


 


§5.          Notice of
Re-Designation of Entercom Properties, LLC.  By signing below, the Borrower
hereby concurrently re-designates Entercom Properties, LLC from an Unrestricted
Subsidiary to a Restricted Subsidiary.


 


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


 


(a)           there shall exist no Default
immediately after giving effect to this Amendment; and


 


1

















 


(b)           the Administrative Agent
shall have received a counterpart signature page to this Amendment, duly
executed and delivered by the Borrower, the Parent, each Guarantor and the
Required Lenders; and


 


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


 


(d)           the representations and
warranties set forth in the immediately following Section of this
Amendment entitled “Representations and Warranties” shall be true and correct
as of the date of this Amendment; and


 


(e)           the Administrative Agent
shall have received, in form and substance reasonably acceptable to it, all
resolutions, incumbency certificates, certificates of no default, and such
other certificates and documents as reasonably requested by the Administrative
Agent; and


 


(f)            the Administrative Agent
shall have received (i) UCC searches on each Loan Party evidencing no
Liens except Liens permitted by Section 7.01 of the Credit
Agreement and (ii) a copy of all effective financing statements that name
any Loan Party as debtor; and


 


(g)           the Administrative Agent
shall have received, for the pro  rata account of the Lenders
timely executing and delivering a signature page to this Amendment, an
amendment fee equal to thirty-seven and half basis points (0.375%) of the
Commitment of, and outstanding principal amount of the Term Loans held by, each
such Lender; and


 


(h)           the Administrative Agent
shall have received all other invoiced out of pocket fees and expenses due and
owing in connection with this Amendment; and


 


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


 


(j)            the Administrative Agent
shall have received a Joinder to Guaranty Agreement and a Joinder to Subsidiary
Pledge Agreement made by Entercom Properties, LLC, in each case reasonably
acceptable to the Administrative Agent and the Required Lenders; and


 


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


 


(l)            the Administrative Agent
shall have received (i) a Security Agreement, in substantially the form of
Exhibit F to Annex II attached hereto, duly executed by each Loan Party, (ii) UCC
financing statements in form appropriate for filing under the Uniform
Commercial Code of all jurisdictions that the Administrative Agent may deem
necessary in order to perfect the Liens created under the Security Agreement,
covering the Collateral (other than the 


 


2

















 


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


 


(m)          the Administrative Agent
shall have received a Compliance Certificate in the form of Exhibit C to
Annex II attached hereto, which attaches a schedule showing in reasonable
detail the calculation of Consolidated Funded Indebtedness, Consolidated
Operating Cash Flow, OCF, Consolidated Net Income, Consolidated Leverage Ratio,
Consolidated Interest Charges, Consolidated Interest Coverage Ratio, and other
financial covenant related calculations, each calculated pursuant to the
applicable definitions set forth in the Credit Agreement attached as Annex I
hereto and as of the date hereof (provided that, with respect to (A) Consolidated
Operating Cash Flow, OCF and Consolidated Net Income, such calculation shall be
for the four fiscal quarter period ending on the last day of the most recently
completed fiscal quarter of the Borrower for which financial statements have
been delivered and (B) Consolidated Funded Indebtedness, such calculation
shall be as of the First Amendment Effective Date after giving affect to all
Borrowings and other debt incurrence on or prior to such date), in each
case  demonstrating compliance with the
applicable financial covenants set forth in Section 7.13 of the Credit Agreement
as set forth in Annex I hereto, prepared by the principal financial or
accounting officer of the Borrower; and


 


(n)           the Borrower shall have
redeemed all Senior Subordinated Notes; and


 


(o)           the Borrower shall have paid
all reasonable invoiced fees and expenses of the Administrative Agent’s
counsel, Winstead PC.


 


§7.          Representations
and Warranties.  The Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:


 


(a)           Representations and
Warranties.  Each of the
representations and warranties contained in Article V of the Credit
Agreement are true and correct in all material respects on and as of the date
hereof (giving effect to this Amendment and giving effect to the amended and
added Schedules to the Credit Agreement attached in Annex II hereto), except to
the extent such representations and warranties are already qualified by
materiality, in which case, such representations and warranties are true and
correct in all respects and except to the extent that such representations and
warranties relate specifically to a prior date.


 


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


 


3

















 


affecting creditors rights generally and by
the application of general equitable principles (whether such enforcement is
sought by proceedings in equity or law).


 


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


 


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


 


(e)           No Conflict.  Neither the execution, delivery and
performance of this Amendment, or the Credit Agreement, as amended hereby, nor
the consummation of any transactions contemplated herein or therein will result
in any breach of or default under the Senior Subordinated Notes or any Senior
Subordinated Notes Documents.


 


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


 


§8.          No Other
Amendments, etc.  Except as
expressly provided in this Amendment, (a) all of the terms and conditions
of the Credit Agreement and the other Loan Documents (as amended and restated
in connection herewith, if applicable) remain unchanged, and (b) all
of the terms and conditions of the Credit Agreement, as amended hereby, and of
the other Loan Documents (as amended and restated in connection
herewith, if applicable) are hereby ratified and confirmed and remain
in full force and effect.  Nothing herein
shall be construed to be an amendment, consent or a waiver of any requirements
of the Borrower, the Parent or of any other Person under the Credit Agreement
or any of the other Loan Documents except as expressly set forth herein or
pursuant to a written agreement executed in connection herewith.  Nothing in this Amendment shall be construed
to imply any willingness on the part of the Administrative Agent or any Lender
to grant any similar or future amendment, consent or waiver of any of the terms
and conditions of the Credit Agreement or the other Loan Documents.


 


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


 


4

















 


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


 


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


 


§11.        Interpretation.  This Amendment, the Credit
Agreement and the other Loan Documents are the result of negotiation among, and
have been reviewed by counsel to, among others, the Administrative Agent and
the Borrower and are the product of discussions and negotiations among all
parties.  Accordingly, this Amendment,
Credit Agreement and the other Loan Documents are not intended to be construed
against the Administrative Agent or any of the Lenders merely on account of the
Administrative Agent’s or any Lender’s involvement in the preparation of such
documents.


 


§12.        Loan Document.  This Amendment is a Loan Document under the
terms of the Credit Agreement.


 


§13.        Consent
regarding Collateral Documents and Guaranty Agreements.


 


(a)           The Required Lenders hereby
consent to amendments and restatements of each of the Guaranty Agreements and
Pledge Agreements to conform to the provisions of this Amendment.  The Required Lenders hereby authorize the
Administrative Agent, on behalf of the 


 


5

















 


Lenders, to execute and deliver such
amendments and restatements to each of the Pledge Agreements and each of the
Guaranty Agreements.


 


(b)           The Required Lenders hereby
authorize the Administrative Agent, on behalf of the Lenders to execute and
deliver the Security Agreement.


 


§14.        Miscellaneous.  This Amendment shall be
governed by, an construed in accordance with, the law of the State of New York
applicable to agreements made and to be performed entirely within such state; provided that the parties hereto
shall retain all rights arising under Federal Law.  The captions in this Amendment are for
convenience of reference only and shall not define or limit the
provisions hereof.


 


[Remainder
of Page Intentionally Left Blank]


 


6

















 


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


 


	
   

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  ENTERCOM
  RADIO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Parent:

  
	
   

  	
   

  
	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to
First Amendment to


Senior Secured
Credit Agreement]


 

















 


	
   

  	
  The Administrative Agent:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Lenders:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to
First Amendment to


Senior Secured
Credit Agreement]


 

















 


	
   

  	
  The Lenders:

  
	
   

  	
   

  
	
   

  	
  [Other
  Lenders], as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to
First Amendment to


Senior Secured
Credit Agreement]


 
















 


RATIFICATION
OF GUARANTORS


 


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


 


	
   

  	
  The Guarantors:

  
	
   

  	
   

  
	
   

  	
  DELAWARE EQUIPMENT HOLDINGS,
  LLC

  
	
   

  	
  ENTERCOM AUSTIN LICENSE, LLC

  
	
   

  	
  ENTERCOM AUSTIN, LLC

  
	
   

  	
  ENTERCOM BOSTON 1 TRUST

  
	
   

  	
  ENTERCOM BOSTON LICENSE, LLC

  
	
   

  	
  ENTERCOM BOSTON, LLC

  
	
   

  	
  ENTERCOM BUFFALO LICENSE, LLC

  
	
   

  	
  ENTERCOM BUFFALO, LLC

  
	
   

  	
  ENTERCOM CAPITAL, INC.

  
	
   

  	
  ENTERCOM DENVER LICENSE, LLC

  
	
   

  	
  ENTERCOM DENVER, LLC

  
	
   

  	
  ENTERCOM GAINESVILLE LICENSE,
  LLC

  
	
   

  	
  ENTERCOM GAINESVILLE, LLC

  
	
   

  	
  ENTERCOM GREENSBORO LICENSE,
  LLC

  
	
   

  	
  ENTERCOM GREENSBORO, LLC

  
	
   

  	
  ENTERCOM GREENVILLE LICENSE,
  LLC

  
	
   

  	
  ENTERCOM GREENVILLE, LLC

  
	
   

  	
  ENTERCOM INDIANAPOLIS LICENSE,
  LLC

  
	
   

  	
  ENTERCOM INDIANAPOLIS, LLC

  
	
   

  	
  ENTERCOM KANSAS CITY LICENSE,
  LLC

  
	
   

  	
  ENTERCOM KANSAS CITY, LLC

  
	
   

  	
  ENTERCOM MADISON LICENSE, LLC

  
	
   

  	
  ENTERCOM MADISON, LLC

  



 


[Signature Page to
First Amendment to


Senior Secured
Credit Agreement]


 

















 


	
   

  	
  ENTERCOM MEMPHIS LICENSE, LLC

  
	
   

  	
  ENTERCOM MEMPHIS, LLC

  
	
   

  	
  ENTERCOM MILWAUKEE LICENSE, LLC

  
	
   

  	
  ENTERCOM MILWAUKEE, LLC

  
	
   

  	
  ENTERCOM NEW ORLEANS LICENSE,
  LLC

  
	
   

  	
  ENTERCOM NEW ORLEANS, LLC

  
	
   

  	
  ENTERCOM NEW YORK, INC.

  
	
   

  	
  ENTERCOM NORFOLK LICENSE, LLC

  
	
   

  	
  ENTERCOM NORFOLK, LLC

  
	
   

  	
  ENTERCOM PORTLAND LICENSE, LLC

  
	
   

  	
  ENTERCOM PORTLAND, LLC

  
	
   

  	
  ENTERCOM PROPERTIES, LLC

  
	
   

  	
  ENTERCOM PROVIDENCE LICENSE,
  LLC

  
	
   

  	
  ENTERCOM PROVIDENCE, LLC

  
	
   

  	
  ENTERCOM ROCHESTER LICENSE, LLC

  
	
   

  	
  ENTERCOM ROCHESTER, LLC

  
	
   

  	
  ENTERCOM SACRAMENTO LICENSE,
  LLC

  
	
   

  	
  ENTERCOM SACRAMENTO, LLC

  
	
   

  	
  ENTERCOM SAN FRANCISCO LICENSE,
  LLC

  
	
   

  	
  ENTERCOM SAN FRANCISCO, LLC

  
	
   

  	
  ENTERCOM SEATTLE LICENSE, LLC

  
	
   

  	
  ENTERCOM SEATTLE, LLC

  
	
   

  	
  ENTERCOM SPRINGFIELD LICENSE,
  LLC

  
	
   

  	
  ENTERCOM SPRINGFIELD, LLC

  
	
   

  	
  ENTERCOM WICHITA LICENSE, LLC

  
	
   

  	
  ENTERCOM WICHITA, LLC

  
	
   

  	
  ENTERCOM WILKES-BARRE SCRANTON,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERCOM INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  



 


[Signature Page to
First Amendment to


Senior Secured
Credit Agreement]


 


2
















 


Annex I


 


[See Attached]


 


Annex
I to First Amendment to


Senior
Secured Credit Agreement


 

















 


ANNEX I
TO FIRST AMENDMENT


 




 





 


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


 


CREDIT
AGREEMENT


 


Dated as of June 18, 2007


 


among


 


ENTERCOM RADIO, LLC  

as the Borrower,


 


ENTERCOM COMMUNICATIONS CORP.,

as the Parent,


 


BANK OF AMERICA, N.A

as Administrative Agent and L/C Issuer,


 


JPMORGAN CHASE BANK, N.A.

as Syndication Agent




BMO CAPITAL MARKETS, CORP.

BNP PARIBAS

MIZUHO CORPORATE BANK, LTD.

SUNTRUST BANK

as Co-Documentation Agents


 


and


 


The Other Lenders Party Hereto


 


BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arranger and Joint Book Manager


 


J.P. MORGAN SECURITIES INC.,

as Joint Lead Arranger and Joint Book Manager


 




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS

  	
  1

  
	
  1.01

  	
  Defined Terms

  	
  1

  
	
  1.02

  	
  Other Interpretive Provisions

  	
  36

  
	
  1.03

  	
  Accounting Terms

  	
  37

  
	
  1.04

  	
  Rounding

  	
  37

  
	
  1.05

  	
  Times of Day

  	
  37

  
	
  1.06

  	
  Letter of Credit Amounts

  	
  37

  
	
   

  	
   

  
	
  ARTICLE II.  THE
  COMMITMENTS AND CREDIT EXTENSIONS

  	
  37

  
	
  2.01

  	
  Loans

  	
  37

  
	
  2.02

  	
  Borrowings, Conversions and Continuations of Loans

  	
  38

  
	
  2.03

  	
  Letters of Credit

  	
  40

  
	
  2.04

  	
  Prepayments

  	
  49

  
	
  2.05

  	
  Termination or Reduction of Commitments

  	
  54

  
	
  2.06

  	
  Repayment of Obligations

  	
  55

  
	
  2.07

  	
  Interest

  	
  56

  
	
  2.08

  	
  Fees

  	
  57

  
	
  2.09

  	
  Computation of Interest and Fees

  	
  57

  
	
  2.10

  	
  Evidence of Debt

  	
  57

  
	
  2.11

  	
  Payments Generally; Administrative Agent’s Clawback

  	
  58

  
	
  2.12

  	
  Sharing of Payments by Lenders

  	
  60

  
	
  2.13

  	
  Collateral Documents and Guaranty Agreements

  	
  61

  
	
  2.14

  	
  Cash Collateral and Other Credit Support

  	
  61

  
	
  2.15

  	
  Defaulting Lenders

  	
  61

  
	
   

  	
   

  
	
  ARTICLE III.  TAXES,
  YIELD PROTECTION AND ILLEGALITY

  	
  63

  
	
  3.01

  	
  Taxes

  	
  63

  
	
  3.02

  	
  Illegality

  	
  66

  
	
  3.03

  	
  Inability to Determine Rates

  	
  66

  
	
  3.04

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
  66

  
	
  3.05

  	
  Compensation for Losses

  	
  68

  
	
  3.06

  	
  Mitigation Obligations; Replacement of Lenders

  	
  69

  
	
  3.07

  	
  Survival

  	
  69

  
	
   

  	
   

  
	
  ARTICLE IV. 
  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
  69

  
	
  4.01

  	
  Conditions of Initial Credit Extension

  	
  69

  
	
  4.02

  	
  Conditions to all Credit Extensions

  	
  72

  
	
   

  	
   

  
	
  ARTICLE V. 
  REPRESENTATIONS AND WARRANTIES

  	
  73

  
	
  5.01

  	
  Existence, Qualification and Power; Compliance with Laws

  	
  73

  
	
  5.02

  	
  Authorization; No Contravention

  	
  73

  
	
  5.03

  	
  Governmental Authorization; Other Consents

  	
  73

  
	
  5.04

  	
  Binding Effect

  	
  73

  



 

















 


	
  5.05

  	
  Financial Statements; No Material Adverse Effect

  	
  74

  
	
  5.06

  	
  Litigation

  	
  74

  
	
  5.07

  	
  No Default

  	
  75

  
	
  5.08

  	
  Ownership of Property; Liens

  	
  75

  
	
  5.09

  	
  Environmental Compliance

  	
  75

  
	
  5.10

  	
  Insurance

  	
  75

  
	
  5.11

  	
  Taxes

  	
  75

  
	
  5.12

  	
  ERISA Compliance

  	
  75

  
	
  5.13

  	
  Subsidiaries; Equity Interests

  	
  76

  
	
  5.14

  	
  Margin Regulations; Investment Company Act

  	
  76

  
	
  5.15

  	
  Disclosure

  	
  76

  
	
  5.16

  	
  Compliance with Laws

  	
  77

  
	
  5.17

  	
  License Subsidiaries

  	
  77

  
	
  5.18

  	
  The Parent

  	
  77

  
	
  5.19

  	
  Solvent

  	
  78

  
	
  5.20

  	
  Collateral Documents

  	
  78

  
	
   

  	
   

  
	
  ARTICLE VI. 
  AFFIRMATIVE COVENANTS

  	
  79

  
	
  6.01

  	
  Financial Statements

  	
  79

  
	
  6.02

  	
  Certificates; Other Information

  	
  80

  
	
  6.03

  	
  Notices

  	
  82

  
	
  6.04

  	
  Payment of Certain Obligations

  	
  82

  
	
  6.05

  	
  Preservation of Existence, Etc.

  	
  83

  
	
  6.06

  	
  Maintenance of Properties

  	
  83

  
	
  6.07

  	
  Maintenance of Insurance

  	
  83

  
	
  6.08

  	
  Compliance with Laws

  	
  83

  
	
  6.09

  	
  Books and Records

  	
  83

  
	
  6.10

  	
  Inspection Rights

  	
  83

  
	
  6.11

  	
  Use of Proceeds

  	
  84

  
	
  6.12

  	
  Additional Guarantors and Covenant to Give Security

  	
  84

  
	
  6.13

  	
  FCC Consents

  	
  84

  
	
  6.14

  	
  Collateral

  	
  85

  
	
  6.15

  	
  Further Assurances

  	
  86

  
	
   

  	
   

  
	
  ARTICLE VII. 
  NEGATIVE COVENANTS

  	
  86

  
	
  7.01

  	
  Liens

  	
  86

  
	
  7.02

  	
  Investments

  	
  88

  
	
  7.03

  	
  Indebtedness

  	
  89

  
	
  7.04

  	
  Fundamental Changes

  	
  92

  
	
  7.05

  	
  Dispositions

  	
  93

  
	
  7.06

  	
  Restricted Payments

  	
  97

  
	
  7.07

  	
  Acquisitions

  	
  98

  
	
  7.08

  	
  Change in Nature of Business

  	
  103

  
	
  7.09

  	
  Transactions with Affiliates

  	
  103

  
	
  7.10

  	
  Negative Pledge Clauses

  	
  103

  
	
  7.11

  	
  Use of Proceeds

  	
  104

  
	
  7.12

  	
  Amendment of Material Documents and Agreements

  	
  104

  



 

















 


	
  7.13

  	
  Financial Covenants

  	
  104

  
	
  7.14

  	
  License Subsidiaries

  	
  104

  
	
  7.15

  	
  High Yield Indebtedness

  	
  104

  
	
  7.16

  	
  Sale and Leaseback Transactions

  	
  105

  
	
  7.17

  	
  Unrestricted Subsidiaries

  	
  105

  
	
  7.18

  	
  Formation, Acquisition or Change in Status of Unrestricted
  Subsidiaries

  	
  107

  
	
  7.19

  	
  Prepayments, Etc. of Indebtedness

  	
  107

  
	
  7.20

  	
  Debt Repurchases

  	
  107

  
	
  7.21

  	
  Limitation on Certain Actions

  	
  108

  
	
   

  	
   

  
	
  ARTICLE VIII.  EVENTS
  OF DEFAULT AND REMEDIES

  	
  108

  
	
  8.01

  	
  Events of Default

  	
  108

  
	
  8.02

  	
  Remedies Upon Event of Default

  	
  111

  
	
  8.03

  	
  Application of Funds

  	
  112

  
	
   

  	
   

  
	
  ARTICLE IX. 
  ADMINISTRATIVE AGENT

  	
  113

  
	
  9.01

  	
  Appointment and Authority

  	
  113

  
	
  9.02

  	
  Rights as a Lender

  	
  113

  
	
  9.03

  	
  Exculpatory Provisions

  	
  113

  
	
  9.04

  	
  Reliance by Agents

  	
  114

  
	
  9.05

  	
  Delegation of Duties

  	
  115

  
	
  9.06

  	
  Resignation of Administrative Agent

  	
  115

  
	
  9.07

  	
  Non-Reliance on Agents and Other Lenders

  	
  116

  
	
  9.08

  	
  No Other Duties, Etc.

  	
  116

  
	
  9.09

  	
  Administrative Agent May File Proofs of Claim

  	
  116

  
	
  9.10

  	
  Collateral and Guaranty Matters

  	
  117

  
	
  9.11

  	
  Secured Hedge Agreements

  	
  118

  
	
   

  	
   

  
	
  ARTICLE X. 
  MISCELLANEOUS

  	
  118

  
	
  10.01

  	
  Amendments, Etc.

  	
  118

  
	
  10.02

  	
  Notices; Effectiveness; Electronic Communication

  	
  120

  
	
  10.03

  	
  No Waiver; Cumulative Remedies

  	
  122

  
	
  10.04

  	
  Expenses; Indemnity; Damage Waiver

  	
  122

  
	
  10.05

  	
  Payments Set Aside

  	
  124

  
	
  10.06

  	
  Successors and Assigns

  	
  124

  
	
  10.07

  	
  Treatment of Certain Information; Confidentiality

  	
  129

  
	
  10.08

  	
  Right of Setoff

  	
  130

  
	
  10.09

  	
  Interest Rate Limitation

  	
  130

  
	
  10.10

  	
  Counterparts; Integration; Effectiveness

  	
  130

  
	
  10.11

  	
  Survival of Representations and Warranties

  	
  130

  
	
  10.12

  	
  Severability

  	
  131

  
	
  10.13

  	
  Replacement of Lenders

  	
  131

  
	
  10.14

  	
  Governing Law; Jurisdiction; Etc.

  	
  132

  
	
  10.15

  	
  Waiver of Jury Trial

  	
  133

  
	
  10.16

  	
  FCC Compliance

  	
  133

  
	
  10.17

  	
  USA PATRIOT Act Notice

  	
  134

  
	
  10.18

  	
  Time of the Essence

  	
  134

  



 

















 


	
  10.19

  	
  Designation as Senior Indebtedness

  	
  134

  
	
  10.20

  	
  Commitment Letter

  	
  134

  
	
  10.21

  	
  No Advisory or Fiduciary Responsibility

  	
  134

  
	
  10.22

  	
  Restricted Periods; Unrestricted Periods and Actions

  	
  135

  
	
  10.23

  	
  Construction; Covenants

  	
  136

  
	
  10.24

  	
  ENTIRE AGREEMENT

  	
  136

  



 

















 


	
  SCHEDULES

  
	
   

  
	
  1.01

  	
  Existing Letters of Credit

  
	
  2.01

  	
  Commitments and Applicable
  Percentages

  
	
  5.05

  	
  Supplement to Interim
  Financial Statements

  
	
  5.13

  	
  Subsidiaries and Other
  Equity Investments

  
	
  7.01

  	
  Existing Liens

  
	
  7.03

  	
  Existing Indebtedness

  
	
  7.03(a)

  	
  Existing Indebtedness of
  Entercom Properties, LLC on the First Amendment Effective Date

  
	
  10.02

  	
  Administrative Agent’s
  Office, Certain Addresses for Notices

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
   

  	
  Form of

  
	
   

  	
   

  
	
  A

  	
  Loan
  Notice

  
	
  B-1

  	
  Committed
  Loan Note

  
	
  B-2

  	
  Term
  Loan Note

  
	
  C

  	
  Compliance
  Certificate

  
	
  D

  	
  Assignment
  and Assumption

  
	
  E

  	
  Guaranty

  
	
  F

  	
  Security Agreement

  



 

















 


ENTERCOM
RADIO, LLC


 


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


 


CREDIT
AGREEMENT


 


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


 


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


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


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


 


1

















 


“Acquisition
Basket” means, as of any date of determination with respect to Permitted
Acquisitions permitted to be consummated during Restricted Periods only, an
amount equal to $50,000,000


 


minus the sum of


 


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


 


(b)           the aggregate Dollar amount (using the Dollar equivalent
thereof for all non-cash payments) of all Like Kind Exchange Excess Value
Payments made during all Restricted Periods (for the avoidance of doubt, Equity
Interests of the Parent used in connection with a Like Kind Exchange will not
be deducted from the Acquisition Basket),


 


plus


 


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


 


For
the avoidance of doubt, (A) the Investment Basket will be decreased (used)
by the amounts added to the Acquisition Basket pursuant to clause (i) above
and (B) the calculation of the aggregate amount of consideration paid by
the Loan Parties for an Acquisition will be determined by netting the aggregate
amount of all Dollars received by the Loan Parties from any Other Investor in
connection with such Other Investor’s participation in such Acquisition, but
only to the extent such Dollars (I) are received by the Loan Parties, (II) constitute
all or a portion of the payment of such Other Investor’s consideration for such
Acquisition and its Equity Interest in such assets Acquired and (III) are
either (x) received by the Loan Parties substantially concurrently with
the making of such Acquisition by the Loan Parties or (y) were
contractually obligated to be paid by such Other Investor to the Loan Parties
at the time of consummation of such Acquisition (but such amounts may still
only be netted at such time and to the extent such amounts are received in
Dollars by a Loan Party).


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


“Agreement” means
this Credit Agreement.


 


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


 


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


 


Applicable Rate


 


	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Commitment Fee

  	
   

  	
  Eurodollar Rate and

  Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
  1

  	
   

  	
  £3.50:1

  	
   

  	
  0.250

  	
  %

  	
  0.500

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  >3.50:1 but £4.00:1

  	
   

  	
  0.300

  	
  %

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  >4.00:1 but £4.50:1

  	
   

  	
  0.350

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  >4.50:1 but £5.00:1

  	
   

  	
  0.350

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  5

  	
   

  	
  >5.00:1 but £5.50:1

  	
   

  	
  0.350

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  6

  	
   

  	
  >5.50:1 but £6.00:1

  	
   

  	
  0.350

  	
  %

  	
  1.125

  	
  %

  	
  0.125

  	
  %

  
	
  7

  	
   

  	
  >6.00:1 but £6.50:1

  	
   

  	
  0.500

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  
	
  8

  	
   

  	
  >6.50:1

  	
   

  	
  0.500

  	
  %

  	
  2.500

  	
  %

  	
  1.500

  	
  %

  



 


Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(a); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 8 set forth above shall apply as of the first
Business Day after the date on which


 


3
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Base Rate” means for any day a
fluctuating rate per annum equal to the highest of (a) the sum of 1/2 of
1% plus the Federal Funds Rate for such day, (b) the Prime Rate for such
day and (c) the sum of (i) 1.00% plus (ii) the Eurodollar Rate
(for an Interest Period of one month, determined in accordance with
subsection (b) of the definition of Eurodollar Rate).


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)           readily marketable
obligations issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof having maturities of
not more than 360 days from the date of acquisition thereof; provided that the
full faith and credit of the United States of America is pledged in support thereof;


 


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


 


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


 


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


 


(e)           repurchase agreements.


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


“Code” means the
Internal Revenue Code of 1986.


 


“Collateral” means (a) all
of the “Collateral” referred to in the Security Agreements and all of the other
property that is or is intended under the terms of the Security Agreements to
be subject to Liens in favor of the Administrative Agent for the benefit of the
Secured Parties, (b) all present and future Equity Interests of the
Borrower, (c) all Equity Interests of all of the direct and indirect
Subsidiaries of the Borrower and the Parent in existence on the Closing Date
and (d) all present and future Equity Interests owned by the Borrower, the
Parent and their direct and indirect Restricted Subsidiaries of all present and
future direct and indirect Restricted Subsidiaries of the Parent and the
Borrower, except in the case of each Subsidiary that is a “controlled foreign
corporation” under Section 957 of the Internal Revenue Code, or
exclusively a holding company of a foreign controlled corporation (“Subject
Subsidiary”), “Collateral” shall be limited to a pledge of 66% of the
Equity Interests of each Subject Subsidiary, to the extent the pledge of any greater
percentage would result in an Adverse Tax Consequence to the Borrower and (e) all
proceeds and products of the Collateral described in subsections (a), (b),
(c) and (d) preceding; provided, however, in each case that “Collateral”
shall not include the Excluded Collateral.


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


“Consolidated Funded Indebtedness”  means, as of any date of determination, for
the Parent, the Borrower and their Restricted Subsidiaries on a consolidated
basis (which shall specifically exclude Indebtedness of the Unrestricted
Subsidiaries, except indebtedness to the extent set forth in subclause (i) below),
the sum of (without duplication) (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct and indirect obligations arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments, (d) all obligations in
respect of the deferred purchase price of property or services (except trade
accounts payable in the ordinary course of business not past due for more than
180 days unless disputed in good faith), (e) Attributable Indebtedness in
respect of capital leases and similar obligations, and Synthetic Lease
Obligations, (f) indebtedness (excluding prepaid interest thereon) secured by
(or for which the holder of such debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by the
Parent, the Borrower or any of their Restricted Subsidiaries, whether or not
the obligations secured thereby have been assumed by such Person or is limited in
recourse (provided that, if such Indebtedness is non-recourse, the amount of
such Indebtedness for purposes hereof shall be limited to the lesser of the
principal amount of such Indebtedness and the fair market value of the property
serving as collateral therefor), (g) at any time after the occurrence and
during the continuance of an Event of Default under any agreement of any Loan
Party governing Swap Contracts, the aggregate amount payable by such Loan Party
under such agreement, (h) all Guarantees with respect to outstanding
Indebtedness of the types specified in subsections (a) through (g) above of
Persons other than the Parent, the Borrower or any Restricted Subsidiary, and (i)
the aggregate amount of Indebtedness of Unrestricted Subsidiaries of the types
referred to in subsections (a) through (h) above for which any Loan Party has
direct liability.  The amount of any
capital lease, similar obligation or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.  Notwithstanding
anything herein to the contrary, in no event will the EPLLC Deemed Debt be
included in the calculation of Consolidated Funded Indebtedness.


 


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


 


8

















 


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


 


“Consolidated
Interest Charges” means, for any period, for the Parent, the Borrower and
their Restricted Subsidiaries on a consolidated basis, the sum of (a) all
cash interest (excluding interest with respect to EPLLC Deemed Debt), premium
payments, debt discount, fees, charges (excluding fees and charges related to
the Loans) and related cash expenses of the Parent, the Borrower and their
Restricted Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
and (b) the portion of rent expense of the Parent, the Borrower and their
Restricted Subsidiaries paid in cash during such period under capital leases
that is treated as interest in accordance with generally accepted accounting
principles, in the case of (a) and (b) preceding, net of (i) consolidated
interest income of the Parent, the Borrower and their Restricted Subsidiaries
for such period and (ii) interest accrued on the Attributable Indebtedness
and other obligations described in subsection (e) of the definition
of Consolidated Funded Indebtedness.


 


For purposes of calculating
Consolidated Interest Charges in any period (A) net cash payments made or
received by the Parent, the Borrower and their Restricted Subsidiaries with
respect to Swap Contracts shall be included in the computation of gross
interest expense, and (B) with respect to any Acquisition or Disposition
that occurs during any period of determination, and any related incurrence or
repayment of Consolidated Funded Indebtedness (including its effect on
Consolidated Operating Cash Flow), (x) any Acquisition by the Borrower,
the Parent or their Restricted Subsidiaries shall be deemed to have occurred on
the first day of such period, and (y) any Disposition (and any related
incurrence or repayment of Indebtedness) by the Borrower, the Parent or their
Restricted Subsidiaries which occurs during such period shall be deemed to have
occurred on the first day of such period, provided  that,
notwithstanding the foregoing, the Borrower shall not be required to pro forma
unrelated Dispositions of the Loan Parties generating gross proceeds less than (1) $5,000,000,
so long as all such Dispositions by the Loan Parties in the aggregate over the
period commencing on the First Amendment Effective Date and ending on any date
of determination do not exceed $15,000,000, or (2) $200,000 for any one
Disposition or any series of related Dispositions.  Notwithstanding the foregoing, clauses (a) and
(b) above shall be calculated including Unrestricted Subsidiaries, but be
limited to the amount of such items for which a Loan Party has direct
liability.


 


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


 


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


 


9

















 


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


 


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


 


(a)   Consolidated Net Income plus
the sum of:


 


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


 


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


 


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


 


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


 


(v)        to the extent not already included in Consolidated
Net Income, the Parent’s, the Borrower’s and any Restricted Subsidiary’s pro
rata share (based on equity ownership) of the OCF of any Unrestricted
Subsidiary or other Person that is not a Restricted Subsidiary, but not more
than the aggregate amount of cash Dollars actually distributed by such Person
during such period of determination to the Borrower or a Restricted Subsidiary
as a dividend or other distribution; provided that, notwithstanding the
foregoing, in no event shall OCF included in the calculation of Consolidated
Operating Cash Flow in accordance with the terms of this subclause (v) exceed
an amount in excess of 10% of Consolidated Operating Cash Flow, plus


 


(vi)       to the extent deducted in determining Consolidated
Net Income for such period and except to the extent capitalized, fees and
expenses incurred in connection with the First Amendment and paid in cash no
later than 90 days after the closing of the First Amendment, including fees and
expenses of advisors and legal counsel, and the costs incurred in connection
with the requirements under the Loan Documents with respect to the Collateral,
plus


 


10

















 


(vii)         to the extent deducted in
determining Consolidated Net Income for such period, loss from early
extinguishment of debt as a result of the acceleration or amortization of
deferred financing costs associated with the Loans and/or Senior Subordinated
Notes, plus


 


(viii)        to the extent deducted in
determining Consolidated Net Income for such period, transaction costs paid in
Dollars by the Loan Parties during such period and required by GAAP to be
expensed, in each case in connection with Permitted Acquisitions consummated
after the First Amendment Effective Date, provided that all such transaction
costs for all Loan Parties that are added back under this clause (viii) shall
not exceed a cumulative maximum aggregate amount of $5,000,000 for the period
from the First Amendment Effective Date through any date of determination,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)   MINUS


 


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


 


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


 


11

















 


Subsidiaries which occurs
during such period shall be deemed to have occurred on the first day of such
period, provided  that, notwithstanding the foregoing, the
Borrower shall not be required to pro forma unrelated Dispositions of the Loan
Parties generating gross proceeds less than (a) $5,000,000, so long as all
such Dispositions by the Loan Parties in the aggregate over the period
commencing on the First Amendment Effective Date and ending on any date of
determination do not exceed $15,000,000, or (b) $200,000 for any one
Disposition or any series of related Dispositions.


 


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


 


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


 


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


 


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


 


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


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that, as reasonably
determined by the Administrative Agent, (a) has failed to perform any of
its funding obligations hereunder including in respect of its Loans or
participations in respect of Letters of Credit within one Business Day of the
date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, (c) is the sole Lender
giving notice to the L/C Issuer under Section 2.03(b)(ii) or Section 2.03(b)(iii),
(d) has notified the Borrower or the Administrative Agent that it does not
intend to comply with any such funding obligations or has made a public
statement to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit, (e) has
failed, within three Business Days after request by the Administrative Agent,
to confirm in a manner satisfactory to the Administrative Agent, that it will
comply with such funding obligations, or (f) has, or has a direct or
indirect parent company that has, (i) 


 


12

















 


become
the subject of a proceeding under any Debtor Relief Law, (ii) had a
receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in such Lender or any direct or indirect parent company thereof
by a Governmental Authority.


 


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


 


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


 


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


 


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


 


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


 


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


 


13
















 


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


 


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


 


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


 


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


 


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


 


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


 


“ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Parent or the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063
of ERISA during a plan year in which it was a substantial employer (as defined
in Section 4001(a)(2) of ERISA) or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by the Parent or the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes
grounds under Section 4042 of ERISA for the 


 


14

















 


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


 


“Eurodollar
Rate” means:


 


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


 


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


 


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


 


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


 


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


 


15

















 


“Excluded Collateral”
means any (i) Equity Interests owned by the Parent, the Borrower or any of
their Subsidiaries in the Unrestricted Subsidiaries and  (ii) real
property.


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


“First Amendment
Effective Date” means March [    ], 2010.


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


“Guarantee” means, as
to any Person, any (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Indebtedness
or other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed
by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). 
The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, for which such Person is liable under such Guarantee or, if not stated
or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.


 


18

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


(f)      capital leases and similar
obligations, and Synthetic Lease Obligations; and


 


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


 


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


 


“Indemnified Taxes”
means Taxes other than Excluded Taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


“Investment” means,
as to any Person, any direct or indirect investment by such Person, whether by
means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person and any
arrangement pursuant to which the investor Guaranties Indebtedness of such
other Person, or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of assets of another Person that constitute a
business unit, provided that, notwithstanding any provision of this
Agreement to the contrary, (i) any Acquisition that is a Permitted
Acquisition is specifically excluded from this definition of “Investment” and (ii) any
Acquisition of any Equity Interests of (A) an Unrestricted Subsidiary
(which does not become a Loan Party immediately upon giving effect to such
transaction), or (B) any joint venture, partnership or any other Person
that is not a Loan Party (immediately upon giving effect to such transaction),
in each case will be specifically included in this definition of “Investment”.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.


 


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


 


minus the
sum of


 


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


 


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


 


Subject
to the following:


 


(i) Investments
constituting Acquisitions of Unrestricted Subsidiaries, and all other
Acquisitions that are not Permitted Acquisitions, shall in each case be
included in the amounts deducted from the available Investment Basket (counted
as usage of the Investment Basket) to the extent made during the Restricted
Periods,


 


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


 


21

















 


were
contractually obligated to be paid by such Other Investor to the Loan Parties
at the time of consummation of such Investment (but such amounts may still only
be netted at such time and to the extent such amounts are received in Dollars
by a Loan Party), and (D) are distributed in cash to a Loan Party and
treated as proceeds of a permitted Disposition (in connection with which, all
Net Cash Proceeds must be used to prepay the Loans in accordance with Section 2.04(b)(ii)(A) in
the same manner as if such Net Cash Proceeds had been received upon the
consummation of a Disposition (except such Net Cash Proceeds will not be
eligible for any reinvestment)),


 


(iii) notwithstanding
anything herein to the contrary, the Investment Basket may never be increased
or replenished, and


 


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


 


“IRS” means the
United States Internal Revenue Service.


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“License” means any
authorization, permit, consent, franchise, ordinance, registration, certificate,
license, agreement or other right filed with, granted by, or entered into by a
federal, state or local Governmental Authority which permits or authorizes the
acquisition, construction


 


23
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Net Cash Proceeds”
means, in connection with any Disposition, the cash proceeds (including any
cash payments received by way of deferred payment pursuant to a promissory
note, receivable or otherwise, but only as and when received in cash) of such
Disposition net of (i) reasonable transaction costs (including any
underwriting, brokerage or other selling commissions and reasonable legal,
advisory and other fees and expenses, including title and recording expenses,
associated therewith actually incurred and satisfactorily documented) paid or
estimated in good faith to be paid to any Person not an Affiliate of a Loan
Party, (ii) required payments on Indebtedness permitted to exist hereunder
related to assets sold in such Disposition (other than payments due with
respect to the Obligations), (iii) taxes estimated to be paid as a result
of such Disposition, and (iv) with respect to any Subsidiary that is an
Unrestricted Subsidiary, the portion of the gross proceeds of such Disposition
payable to the minority 


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


26

















 


without
limitation, vehicles, rolling stock, and intellectual property.  For the avoidance of doubt, (i) promissory
notes (other than intercompany promissory notes) and securities to the extent
they aggregate in value $5,000,000 or more, and (ii) Equity Interests in
Restricted Subsidiaries, shall not be deemed to be “Non-Perfected Collateral”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided
that, notwithstanding the foregoing, in no event shall OCF (1) include any
gain as a result of the purchase, forgiveness or other cancellation of any
Indebtedness of such Person or any of its subsidiaries for less than the face
value of such Indebtedness, and (2) include any add back for any bad debt
expense;


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


(c)        MINUS,


 


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


 


For purposes of calculating OCF with respect
to any acquisition or disposition (determined in accordance with the
definitions of “Acquisition” and “Disposition” in this Agreement but for such
Person instead of for the Parent, the Borrower and its Restricted Subsidiaries)
that occurs during any period of determination, and any related incurrence or
repayment of Indebtedness (including its effect on OCF), (x) any
acquisition (and any related incurrence or repayment of Indebtedness) by such
Person and its subsidiaries (determined in accordance with the definition of “Acquisition”
in this Agreement but for such Person instead of for the Parent, the Borrower
and its Restricted Subsidiaries) shall be deemed to have occurred on the first
day of such period, and (y) any disposition (and any related incurrence or
repayment of Indebtedness) by such Person and its subsidiaries (determined in
accordance with the definition of “Disposition” in this Agreement but for such
Person instead of for the Parent, the Borrower and its Restricted Subsidiaries)
of any station or other assets (and any related incurrence or repayment of
Indebtedness) which occurs during such period shall be deemed to have occurred
on the first day of such period, provided  that, notwithstanding
the foregoing, the Borrower shall not be required to pro forma unrelated Dispositions
of the Person generating gross proceeds less than (a) $5,000,000, so long
as all such Dispositions by the Person in the aggregate over the period
commencing on the First Amendment Effective Date and ending on any date of
determination do not exceed $15,000,000, or (b) $200,000 for any one
Disposition or any series of related Dispositions.


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


“PBGC” means the
Pension Benefit Guaranty Corporation.


 


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


 


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


 


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


 


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


 


29

















 


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


 


“Platform” has the
meaning specified in Section 6.02.


 


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


 


“Prime Rate” means
the rate of interest in effect for such day as publicly announced from time to
time by the Administrative Agent as its “prime rate.”  The “prime rate” is a rate set by the
Administrative Agent based upon various factors including the Administrative
Agent’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. 
Any change in such rate announced by the Administrative Agent shall take
effect at the opening of business on the day specified in the public
announcement of such change.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.  For the avoidance of doubt, any certificate
executed by any officer pursuant to or in connection with any Loan Document
shall be deemed executed by such officer in his or her capacity as an officer
of the applicable Loan Party and not in his or her individual capacity, and
such officer shall have no individual or personal liability with respect
thereto.


 


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


 


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


 


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


 


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


 


“Restricted Subsidiary”
means (unless designated an “Unrestricted Subsidiary” in accordance with the
terms of the definition of “Unrestricted Subsidiary”), each Subsidiary of the
Parent and the Borrower, provided  that in each case Restricted
Subsidiaries must be Guarantors and have all the Equity Interests owned by the
Parent, the Borrower and their direct and indirect 


 


31

















 


Restricted
Subsidiaries in such Restricted Subsidiary pledged to secure the
Obligations.   To the extent that (a) there
exists no Default prior to and/or after giving effect thereto, (b) any
Unrestricted Subsidiary (i) executes a Guarantee of the Obligations, (ii) has
100% of its Equity Interests pledged to secure the Obligations, (iii) grants
a Lien in its assets (except Excluded Collateral) to secure the Obligations,
and (iv) has no existing Indebtedness or Liens at the time of designation
as a Restricted Subsidiary that would not have been permitted to be incurred
under Sections 7.01 and 7.03 if such Unrestricted Subsidiary had
been a Restricted Subsidiary at the time of its incurrence, and (c) such (A) Guarantee
of the Obligations, (B) pledge of Equity Interests and (C) grant of
Liens in its assets are in each case pursuant to documentation substantially
similar in terms, conditions and form to the Guaranty, the Subsidiary Pledge
Agreement and the Security Agreement, respectively (or in each case such other
form agreed to by the Administrative Agent and the Borrower), then after notice
to the Administrative Agent that such conditions have been met, such
Unrestricted Subsidiary shall thereafter be included in the definition of
Restricted Subsidiaries and treated as such, and shall not be included in the
definition of Unrestricted Subsidiary. 
Notwithstanding the preceding or any other provision in this Agreement
or in any other Loan Document to the contrary, designation and conversion of an
Unrestricted Subsidiary to a Restricted Subsidiary shall not result in any
increase to the Investment Basket, or the permitted amounts of investments in,
Unrestricted Subsidiaries as set forth in Section 7.17.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


32

















 


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


 


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


 


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


 


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


 


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


 


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


 


33
















 


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


 


“Subsection 7.05(b)(vi) Reversion
Trigger Event” means the occurrence of any one or more of the following
events:  (1) a Default under Section 8.01(a),
or (2) a Default under any one or more of subsections (A)(I), (A)(III), (A)(V) or
(A)(VI) of Section 7.05(b)(v), or (3) an Event of Default under
subsection (A)(II) of Section 7.05(b)(v), or (4) a Default under any one
or more of subsections (A)(I), (A)(III), (A)(V) or (A)(VI) of Section 7.07(II)(c),
or (5) an Event of Default under subsection (A)(II) of Section 7.07(II)(c),  or (6) after the consummation of a Disposition permitted
under Section 7.05(b)(v)(A), the failure of the Loan Parties to in good
faith pursue a Permitted Acquisition in connection with a related Like Kind
Exchange that would be permitted under Section 7.07.


 


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


 


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


 


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


 


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


 


34

















 


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


 


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


 


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


 


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


 


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


 


“Term Loan” means the
Term A Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


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


 


(a)      The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 
Derivatives of defined terms have corresponding meanings.  Any reference to the knowledge of a
non-individual Person shall mean the actual knowledge of an executive officer
(or individual holding a similar position) of such Person.  Any reference to “consolidated” in connection
with the Parent, the Borrower and their Subsidiaries shall mean eliminating all
intercompany accounts.


 


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


 


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


 


36

















 


1.03         Accounting
Terms.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01         Loans.


 


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


 


37

















 


Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations shall
not exceed such Lender’s Commitment and (iii) subject to Section 2.04(b)(vi),
the cash and Cash Equivalents of the Loan Parties (not including amounts in
Excluded Accounts) shall not aggregate in excess of $25,000,000 unless such
excess balances are being held in accordance with the provisions of Section 2.04(b)(vi)
for a purpose permitted by the terms of this Agreement.  Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.01(a), prepay under Section 2.04,
and reborrow under this Section 2.01(a). 
Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.


 


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


 


2.02         Borrowings,
Conversions and Continuations of Loans.


 


(a)      Each Committed Borrowing,
the initial Term Loan Borrowing each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given
by telephone.  Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans, and (ii) on the requested date of any
Borrowing of Base Rate Loans or conversion of Eurodollar Rate Loans to Base
Rate Loans; provided, however, that if the Borrower wishes to
request Eurodollar Rate Loans having an Interest Period other than one, two,
three or six months in duration as provided in the definition of “Interest
Period”, the applicable notice must be received by the Administrative Agent not
later than 11:00 a.m. four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon the Administrative Agent shall
give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is available to all of them.  Not later than 11:00 a.m., three Business
Days before the requested date of such Borrowing, conversion or continuation,
the Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period is available to all the
Lenders.  Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof.  Except as provided in Section 2.03(c),
each Borrowing of, or conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the 


 


38

















 


other,
a conversion of Term Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans and whether such Eurodollar Rate Loans are Committed
Loans or Term Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed or the principal amount of
the Loans to be converted or continued, (iv) the Type of Committed Loans to be
borrowed or the Type of Loans to which existing Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of
Loan in a Loan Notice, or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be
made as, or converted to, Base Rate Loans. 
Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans.  If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.


 


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


 


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


 


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


 


39

















 


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


 


2.03         Letters of
Credit.


 


(a)      The Letter of Credit Commitment.


 


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


 


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


 


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


 


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


 


40

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


42

















 


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


 


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


 


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


 


43
















 


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


 


(c)      Drawings and Reimbursements;
Funding of Participations.


 


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


 


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


 


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


 


44

















 


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


 


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


 


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


 


(d)      Repayment of Participations.


 


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


 


45

















 


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


 


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


 


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


 


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


 


(iii)          any draft, demand,
certificate or other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit, IN ALL CASES, WHETHER OR
NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF THE L/C ISSUER, other than in
each case, arising from or as a result of the willful misconduct, bad faith or
gross negligence of the L/C Issuer;


 


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


 


46

















 


CONTRIBUTORY
OR SOLE NEGLIGENCE OF THE L/C ISSUER, other than, in each case,
arising from or as a result of the willful misconduct, bad faith or gross
negligence of the L/C Issuer; or


 


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


 


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


 


(f)       Role of L/C Issuer.  Each Lender and the
Borrower agree that, in paying any drawing under a Letter of Credit, the L/C
Issuer shall not have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence, bad faith or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document, AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE
NEGLIGENCE OF SUCH PERSON other than, in each case, arising from or
as a result of willful misconduct, bad faith or gross negligence of the L/C
Issuer.  The Borrower hereby assumes all
risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement. 
None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer, shall be liable or responsible for any of the matters described
in clauses (i) through (v) of Section 2.03(e), IN ALL
CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY SUCH PERSON; provided,
however, that anything in such clauses to the contrary notwithstanding,
the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Borrower
which were determined by a final, nonappealable judgment by a court of
competent jurisdiction to be caused by the L/C 


 


47

















 


Issuer’s
willful misconduct, bad faith or gross negligence or the willful misconduct,
bad faith or gross negligence of such L/C Issuer’s Related Parties,
correspondents, participants or assignees or the L/C Issuer’s willful failure
to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit.   In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.


 


(g)      Cash Collateral.  (i) if the L/C Issuer has honored any full or
partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration
Date, any L/C Obligation for any reason remains outstanding, the Borrower may
(at its election), in each case, promptly Cash Collateralize the then
Outstanding Amount of such L/C Borrowing or such L/C Obligation, as applicable,
and if the Borrower fully cash collateralizes such L/C Borrowing or L/C
Obligation, then notwithstanding anything herein to the contrary such L/C
Borrowing and the related failure to otherwise repay the relevant drawing, or
the fact that such L/C Obligation remains outstanding at such time, as
applicable, shall not solely in and of itself constitute a Default
hereunder.  Sections 2.03(a)(iii)(D),
2.04(b)(i), 2.14(a) and 8.02(c) set forth certain
additional situations in which the Borrower may elect (or, in the case of Sections
2.04(b)(i), 2.14(a) and 8.02(c), be required) to deliver Cash
Collateral hereunder.  For purposes of
this Section 2.03, Section 2.04, Section 2.14 and Section
8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented
to by the Lenders).  Derivatives of such
term have corresponding meanings.  The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash and deposit
accounts and all balances therein and all proceeds of the foregoing to secure
the Obligations.  Cash Collateral shall
be maintained in blocked, interest bearing deposit accounts with the
Administrative Agent.  All interest
accrued on any such account shall be for the account of the Borrower and shall
be deposited into the applicable cash collateral account until all amounts in
such cash collateral accounts have been released in accordance with the
provisions of Section 2.14(b).


 


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


 


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


 


48

















 


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


 


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


 


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


 


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


 


2.04         Prepayments.


 


(a)      Voluntary Prepayments.  The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than 11:00 a.m. (A)
three Business Days prior to any date of prepayment of Eurodollar Rate Loans
and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $1,000,000 or a whole 


 


49

















 


multiple
of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding.  Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid.  The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein, or the Borrower
shall compensate the Lenders to the extent required by the terms of Section 3.05.  Each such optional prepayment shall be
applied as among the Term Loans (and to the installments thereof, if any) and
the Committed Loans at the direction of the Borrower (but applied ratably
within each chosen Tranche in accordance with the respective Applicable
Percentages of the Lenders of that Tranche).


 


(b)      Mandatory Prepayments.


 


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


 


(ii)           Asset Dispositions.


 


(A)          Applicable during Restricted Periods
only:  if, the Parent, the Borrower or
any Restricted Subsidiary of the Parent or the Borrower makes any Disposition,
then the Borrower shall make a mandatory prepayment of the Loans in an amount
equal to 100% of the Net Cash Proceeds of each Disposition within five Business
Days of receipt of such Net Cash Proceeds;


 


provided, that, notwithstanding the foregoing, so long
as no Default exists


 


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


 


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


 


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


 


this requirement for
mandatory prepayment shall be reduced to the extent the Borrower or another
Loan Party:


 


50

















 


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


 


(II)           reinvests such Net Cash Proceeds to
replace Disposed assets with assets useful in one or more Businesses of a Loan
Party and that are New Collateral (and any new Subsidiary created or acquired
in connection therewith shall be a Restricted Subsidiary and shall have executed
a Guarantee of the Obligations substantially similar to the Guaranty), in each
case during the first six months after the date of consummation of such
Disposition (such six month period is referred to herein as the “Limited
Reinvestment Period”).  For the
avoidance of doubt, (1) if any Default occurs after the Disposition but prior
to a reinvestment, or if all of such Net Cash Proceeds are not so reinvested
during the Limited Reinvestment Period, then the Borrower shall make a
mandatory prepayment of the Loans immediately following the occurrence of such
Default or at the end of the Limited Reinvestment Period, whichever is earlier,
in an amount equal to the Net Cash Proceeds of such Disposition less any
amounts reinvested during the Limited Reinvestment Period in accordance with
the terms of this provision and the other terms of this Agreement and (2) no
such reinvestment shall be permitted unless the assets and properties are New
Collateral and any new Subsidiary becomes a Restricted Subsidiary and executes
a Guarantee of the Obligations substantially similar to the Guaranty.  For the avoidance of doubt, (1) reinvestment
proceeds used to acquire New Collateral will be subject to, and not in addition
to, the Acquisition Basket or the Investment Basket, in each case to the extent
applicable, and the other limitations of Section 7.02 and Section 7.07
to the extent applicable, (2) Net Cash Proceeds constituting Asset Exchange
Cash Receipts or other net proceeds resulting from a difference in value,
assets or otherwise in connection with a Like Kind Exchange will be permitted
to be reinvested pursuant to this subsection (II) only to the extent the six
month reinvestment period hereunder has not fully elapsed and such reinvestment
otherwise complies with the provisions hereof, and (3) any amounts not timely
reinvested in connection with this subsection (II) shall be used to prepay the
Loans and Obligations.  If a Restricted
Period ends and an Unrestricted Period begins during the Limited Reinvestment
Period, thereafter, until the occurrence of a Restricted Period Trigger Date,
any such Net Cash Proceeds not previously reinvested in accordance with this Section
2.04(b)(ii)(A) shall be dealt with in accordance with Section 2.04(b)(ii)(B)
as if the date of consummation of the applicable Disposition had occurred
during an Unrestricted Period, with the Extended Reinvestment Period calculated
from the date of consummation of the applicable Disposition.


 


51

















 


Nothing in this Section 2.04(b)(ii)(A)
shall be deemed to permit any Disposition, Acquisition or Investment not
otherwise permitted under this Agreement.


 


(B)           Applicable during all Unrestricted
Periods:  if, the Parent, the Borrower or
any Restricted Subsidiary of the Parent or the Borrower makes any Disposition
(other than (i) a Disposition permitted by subsections (i) through (vi) of Section
7.05(a), and (ii) Dispositions resulting in gross proceeds of $25,000,000
or less), then the Borrower shall make a mandatory prepayment of the Loans in
the amount of the Net Cash Proceeds of such Disposition if the Consolidated
Leverage Ratio is greater than 5.50 to 1.00 at the end of the Extended
Reinvestment Period (as defined below); provided  that,
notwithstanding the foregoing, this requirement for mandatory prepayment shall
be reduced to the extent the Borrower or another Loan Party reinvests such Net
Cash Proceeds to replace Disposed assets with assets useful in one or more
Businesses of a Loan Party and that are New Collateral (and any new Subsidiary
shall be a Restricted Subsidiary and shall have executed a Guarantee of the
Obligations substantially similar to the Guaranty), during the first 12 months
after the date of consummation of such Disposition (such 12 month period is referred
to herein as the “Extended Reinvestment Period”), so long as (1) a
Restricted Period Trigger Date has not occurred during the Extended
Reinvestment Period and (2) no payment Default under Section 8.01(a) or
Event of Default exists as of the (A) consummation of the applicable
Disposition, (B) receipt of the Net Cash Proceeds by the Borrower (but not
including Net Cash Proceeds received as a result of post-closing adjustments,
earn-outs and other customary post-closing arrangements) or (C) at the time of reinvestment.  If any such payment Default under Section 8.01(a)
or Event of Default occurs and is continuing at any such time, or if all of
such Net Cash Proceeds are not so reinvested during the Extended Reinvestment
Period, then the Borrower shall make a mandatory prepayment of the Loans
promptly following the occurrence of such payment Default under Section 8.01(a)
or Event of Default or the end of the Extended Reinvestment Period, whichever
is earlier, in an amount equal to the Net Cash Proceeds of such Disposition
less any amounts reinvested during the Extended Reinvestment Period in
accordance with the terms of this provision and the other terms of this
Agreement.  If a Restricted Period
Trigger Date occurs during the Extended Reinvestment Period, then the Borrower
shall make a mandatory prepayment of the Loans in accordance with Section 2.04(b)(ii)(A)
promptly following the occurrence of such Restricted Period Trigger Date in an
amount equal to the Net Cash Proceeds of such Disposition less any amounts
reinvested during the Extended Reinvestment Period (but prior to such date) in
accordance with the terms of this provision and the other terms of this
Agreement; provided, that if six months have not expired since the
consummation of the applicable Disposition, then, so long as the Borrower is
otherwise in 


 


52

















 


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


 


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


 


(iv)          Equity Issuances.  Applicable during Restricted Periods
only:  within five Business Days of the
receipt by the Parent, the Borrower or any Restricted Subsidiary of Net
Issuance Proceeds from any sale or issuance of Equity Interests (other than Net
Issuance Proceeds received by the Parent in connection with employee or director
equity compensation) to any Person other than a Loan Party, or any capital
contribution or other equity contribution to a Loan Party by any Person other
than a Loan Party, the Borrower shall make a mandatory prepayment in an amount
equal to 50% of such Net Issuance Proceeds.


 


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


 


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


 


53
















 


such
payment (excluding amounts on deposit in Excluded Accounts).  Each such mandatory prepayment shall be
applied to Committed Loans (without reduction of the Aggregate Commitment), in
accordance with the respective Applicable Percentages of the Lenders.  For the avoidance of doubt, if there are no
Committed Loans outstanding on the applicable payment date, the Borrower may
retain such excess cash and Cash Equivalents until such time as this
clause (vi) requires a prepayment and there are Committed Loans outstanding.


 


(c)                  Prepayments; Generally.


 


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


 


(ii)                                  Subject to the
terms of Section 10.22 hereof, each mandatory prepayment required
to be made under Section 2.04(b) not specified in
subclause (c)(i) immediately preceding shall be applied as among the
Term Loans (and to the installments thereof, if any) and the Committed Loans,
in each case at the direction of the Borrower (applied ratably within each
chosen Tranche in accordance with the respective Applicable Percentages of the
Lenders of that Tranche), provided that, (x) in no event shall the
mandatory prepayments applied to reduce the Term Loans be less than the Term
Loans’ pro rata share of outstanding Loans, and (y) the Borrower shall
prepay the Term Loans or the Committed Loans, as the case may be, with the
remainder of any partial application of any such mandatory prepayment that
results in payment in full of the Committed Loans or Term Loans, as applicable.


 


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


 


2.05                           Termination
or Reduction of Commitments.


 


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


 


54

















 


Administrative
Agent not later than 11:00 a.m. three Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Outstanding Amount under the Committed Loans would exceed the
Aggregate Commitments, and (iv) if, after giving effect to any reduction
of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount
of the Aggregate Commitments, such Letter of Credit Sublimit shall be
automatically reduced by the amount of such excess.


 


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


 


(c)                  Commitment Reductions,
Generally.  Once
reduced in accordance with this Section 2.05, the Aggregate
Commitment may not be increased.  The
Administrative Agent will promptly notify Lenders of any such termination or
reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.


 


2.06                           Repayment
of Obligations.  The Borrower
shall:


 


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


 


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


 


	
  Date

  The Last Business Day of the Following Months:

  	
   

  	
  Amount

  	
   

  
	
  September 2007, December 2007,
  March 2008 and June 2008

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  September 2008, December 2008,
  March 2009 and June 2009

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  September 2009, December 2009,
  March 2010 and June 2010

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  September 2010, December 2010,
  March 2011 and June 2011

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  September 2011, December 2011,
  March 2012 and June 2012

  	
   

  	
  $

  	
  60,000,000

  	
   

  



 


55

















 


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


 


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


 


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


 


2.07                           Interest.


 


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


 


(b)


 


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


 


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


 


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


 


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


 


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


 


56

















 


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


 


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


 


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


 


(b)                 Other Fees.


 


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


 


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


 


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


 


2.10                           Evidence of
Debt.


 


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


 


57

















 


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


 


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


 


2.11                           Payments Generally;
Administrative Agent’s Clawback.


 


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


 


(b)


 


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


 


58

















 


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


 


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


 


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


 


(c)                  Failure to Satisfy
Conditions Precedent.  If any
Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set 


 


59

















 


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


 


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


 


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


 


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


 


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


 


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


 


60

















 


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


 


2.13                           Collateral
Documents and Guaranty Agreements.


 


(a)                  All Obligations under this
Agreement and all other Loan Documents shall be secured in accordance with the
Collateral Documents.


 


(b)                 All Obligations under this
Agreement and all other Loan Documents shall be unconditionally guaranteed by
the Guarantors pursuant to one or more Guaranties.


 


2.14                           Cash
Collateral and Other Credit Support.


 


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


 


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


 


2.15                           Defaulting Lenders.


 


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


 


(i)                                     Waivers and
Amendments.  That
Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in Section 10.01.


 


(ii)                                  Reallocation of
Payments. Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to 


 


61

















 


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


 


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


 


(iv)                              Reallocation of
Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a
Defaulting Lender as to which the L/C Issuer has not received Cash Collateral
pursuant to Section 2.03, then for 


 


62

















 


purposes
of computing the amount of the obligation of each non-Defaulting Lender to
acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03,
the “Applicable Percentage” of each non-Defaulting Lender shall be computed
without giving effect to the Commitment of that Defaulting Lender; provided,
that, (i) each reallocation shall be given effect only if, at the initial
date thereof, no Default or Event of Default shall have occurred and be
continuing; and (ii) in all cases, the obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit shall
not exceed the positive difference, if any, of (1) the Commitment of that
non-Defaulting Lender minus (2) the sum of (x) the aggregate
Outstanding Amount of the Committed Loans of that Lender, plus (y) such
Lender’s Applicable Percentage of the Outstanding Amount of all other L/C
Obligations (prior to giving effect to such reallocation).


 


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


 


ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01                           Taxes.


 


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


 


63
















 


Subsidiaries
shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


 


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


 


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


 


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


 


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


 


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


 


64

















 


from
time to time thereafter upon the request of the Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:


 


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


 


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


 


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


 


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


 


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


 


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


 


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to
require the Administrative Agent, any Lender or the L/C Issuer to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Person.


 


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


 


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


 


3.04                           Increased
Costs; Reserves on Eurodollar Rate Loans.


 


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


 


(i)                                     impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the
account of, or credit extended or participated in by, any 


 


66

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.06                           Mitigation
Obligations; Replacement of Lenders.


 


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


 


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


 


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


 


ARTICLE
IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


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


 


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


 


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


 


69

















 


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


 


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


 


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


 


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


 


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


 


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


 


70

















 


counsel
to the Loan Parties, in each case dated the Closing Date, addressed to the
Lenders and in form and substance reasonably satisfactory to the Administrative
Agent;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


71

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


72

















 


ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


5.03                           Governmental
Authorization; Other Consents.  Subject to Section 10.16, no approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, the FCC or any other Governmental Authority or any other Person is
necessary or required in connection with the (a) execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, (b) the grant by any Loan Party of the Liens granted
by it pursuant to the Collateral Documents, (c) the perfection or
maintenance of the Liens created under the Collateral Documents (including the
first priority nature thereof) or (d) the exercise by the Administrative
Agent or any Lender of its rights under the Loan Documents or the remedies in
respect of the Collateral pursuant to the Collateral Documents, except routine
filings with the FCC (e.g., of the Loan Agreement and the Collateral Documents)
and the SEC (e.g., a Form 8-K) and filings of UCC-1 financing statements
and any required continuations thereof.


 


5.04                           Binding
Effect.  This Agreement has been, and
each other Loan Document, when delivered hereunder, will have been, duly
executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, except to the extent that the


 


73
















 


enforceability hereof and
thereof may be limited by bankruptcy, insolvency or like laws affecting
creditors rights generally and by the application of general equitable
principles (whether such enforcement is sought by proceedings in equity or
law).


 


5.05                           Financial
Statements; No Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.12                           ERISA
Compliance.


 


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


 


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


 


75

















 


been
no prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.


 


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


 


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


 


5.14                           Margin
Regulations; Investment Company Act.


 


(a)                  The Borrower is not engaged
and will not engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock. 
Following the application of the proceeds of each Borrowing or drawing
under each Letter of Credit, not more than 25% of the value of the assets
(either of the Borrower only or of the Parent, the Borrower and their
Subsidiaries on a consolidated basis) will be margin stock.  None of the proceeds of any Borrowing will be
used by the Loan Parties to buy or hold margin stock.


 


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


 


5.15                           Disclosure.  The Borrower has disclosed to the
Administrative Agent all agreements, instruments and corporate or other
contractual restrictions to which it, the Parent or any of their Subsidiaries
is subject, in each case that would reasonably be expected to result in a
Material Adverse Effect.  No report,
financial statement, certificate or other written information furnished by any
Loan Party to the Administrative Agent or any Lender in connection with the
syndication of this transaction, negotiation of this Agreement or delivered
hereunder or under any other Loan Document (in each case, as modified or
supplemented by other information so 


 


76

















 


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


 


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


 


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


 


5.18                           The Parent.


 


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


 


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


 


(c)                  Except as otherwise set
forth in this Section 5.18, the Parent is not a party to or bound
by any contract or agreement other than the Station Contracts and other
contractual 


 


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arrangements
entered into in the ordinary course of business consistent with the
restrictions set forth in subsection (d)(iii) below; and


 


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


 


(i)                                     holding the
Equity Interests in the Borrower,


 


(ii)                                  entering into
and performing Station Contracts, and


 


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


 


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


 


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


 


5.20                           Collateral
Documents.


 


(a)                  The provisions of the
Collateral Documents are effective to create in favor of the Administrative
Agent for the benefit of the Secured Parties a legal, valid and enforceable
Lien (subject to Liens permitted by Section 7.01) on all right,
title and interest of the respective Loan Parties party thereto in the
Collateral.  Except for Liens permitted
by Section 7.01, (a) the Collateral (except for the
Non-Perfected Collateral) is subject to a first and prior Lien in favor of the
Administrative Agent for the benefit of the Secured Parties securing the
Obligations and (b) the Non-Perfected Collateral is subject to a Lien in
favor of the Administrative Agent for the benefit of the Secured Parties
securing the Obligations.  Except for (x) UCC
filings completed within ten (10) days after the First Amendment Effective
Date and as contemplated hereby and by the Collateral Documents, (y) intellectual
property and other filings which are not required to be made pursuant to the
terms of this Agreement and the Collateral Documents and (z) delivery to
the Administrative Agent of (i) promissory notes and securities (other
than Equity Interests in Restricted Subsidiaries) created or acquired after the
First Amendment Effective Date to the extent such promissory notes and
securities, together with all promissory notes and securities previously
delivered to the Administrative Agent, aggregate in value $5,000,000 or more
and (ii) the Equity Interests in Restricted Subsidiaries created or
acquired after the First Amendment Effective Date, no other filing or other
action will be necessary to perfect such Liens in Collateral other than
Non-Perfected Collateral.


 


(b)                 As of the First Amendment
Effective Date, none of the Parent, the Borrower nor any Restricted Subsidiary
has any interest in any tangible negotiable instruments, instruments (other
than Equity Interests and promissory notes) or tangible chattel paper that
aggregate in value $200,000 or more.


 


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ARTICLE
VI.

AFFIRMATIVE COVENANTS


 


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


 


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


 


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


 


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


 


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


 


79

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


80

















 


substance
of which relates to a matter that could reasonably be expected to have a
Material Adverse Effect;


 


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


 


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


 


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


 


The Borrower and the Parent
hereby acknowledge that (a) the Agents and/or the Arrangers will make
available to the Lenders and the L/C Issuer materials and/or information
provided by or at the direction of the Borrower or the Parent hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders (each, a “Public Lender”) may have personnel who do not
wish to receive material non-public information with respect to the Parent, the
Borrower or their Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities. 
The Borrower hereby agrees that so long as the Borrower or the Parent is
the issuer of any outstanding debt or equity securities that are registered or
issued pursuant to a private offering or is actively contemplating issuing any
such securities it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders
and that (w) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents,
the Arrangers, the L/C Issuer and the 


 


81

















 


Lenders
to treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Borrower, the Parent or any of their securities for purposes of United States
Federal and state securities laws (provided, however, that to the extent such
Borrower Materials constitute Information, they shall be treated as set forth
in Section 10.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated
“Public Investor;” and (z) the Agents and the Arrangers shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor.”  Notwithstanding anything in this paragraph,
the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.


 


6.03                           Notices.  Promptly notify the Administrative Agent:


 


(a)                  of the occurrence of any
Default;


 


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


 


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


 


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


 


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


 


6.04                           Payment of
Certain Obligations.  Pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all material tax liabilities, assessments and
governmental charges (other than Indebtedness) or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings 


 


82

















 


diligently conducted and
adequate reserves if and to the extent required in accordance with GAAP are
being maintained by the Parent, the Borrower or such Subsidiary.


 


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


 


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


 


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


 


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


 


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


 


6.10                           Inspection
Rights.  Permit representatives and
independent contractors of the Administrative Agent and each Lender at such
parties’ own expense (coordinated through the Administrative Agent) to visit
and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at reasonable times during normal business
hours, upon reasonable advance notice to the Borrower; provided, however,
notwithstanding the foregoing, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent


 


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contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.


 


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


 


6.12                           Additional
Guarantors and Covenant to Give Security.  Notify the Administrative Agent at the time
that any Person becomes a Domestic Subsidiary and whether such Subsidiary is an
Unrestricted Subsidiary, and promptly thereafter (and in any event within 30
days or such longer period as the Administrative Agent may agree), cause such
Person that is not designated an Unrestricted Subsidiary to (a) become a
Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Guaranty or such other document as the Administrative Agent shall deem
appropriate for such purpose, (b) execute and deliver to the
Administrative Agent a Security Agreement Supplement or such other document as
the Administrative Agent shall deem appropriate for such Person to grant a
first and prior perfected Lien (subject only to Liens permitted by Section 7.01)
in all assets (other than Excluded Collateral) of such Person to the
Administrative Agent for the benefit of the Secured Parties (notwithstanding
the foregoing, such Liens shall not be required to be perfected in
Non-Perfected Collateral) and (c) deliver to the Administrative Agent
documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and,
if requested by the Administrative Agent (provided that no such request shall
be made with respect to any additional Guarantor (and its related License
Subsidiary, if any) if such additional Guarantor (together with its related
License Subsidiary) would not have been a Material Subsidiary if it had been
owned by the Borrower for the most recently completed 12 month period preceding
the date it became a Subsidiary of the Borrower) favorable opinions of counsel
to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause (a) and
(b)), all in form, content and scope substantially similar to the corporate and
FCC opinions (if appropriate) delivered on the Closing Date or otherwise
reasonably satisfactory to the Administrative Agent, provided  that,
in each case, to the extent such new Subsidiary is created solely for the
purpose of consummating a merger transaction pursuant to an Acquisition
permitted by this Agreement, and such new Subsidiary at no time holds any
material assets or liabilities (other than liabilities under the merger agreement,
and other than any merger consideration contributed to it contemporaneously
with the closing of such merger transaction), such new Subsidiary shall not be
required to take the actions set forth above until the respective Acquisition
is consummated (at which time the surviving entity of the respective merger
transaction shall be required to so comply within seven Business Days) and, a
new Domestic Subsidiary shall not be subject to the provisions of this Section 6.12
if substantially all of the assets of such new Subsidiary consist of stock of
one or more Subsidiaries that are not Domestic Subsidiaries.


 


6.13                           FCC
Consents.  The Parent
and the Borrower acknowledge that certain transactions contemplated by this
Agreement or the Loan Documents, and certain actions which may be taken by the
Administrative Agent or the Lenders in the exercise of their rights under this
Agreement or the Loan Documents, may require the consent of the FCC.  If counsel to the 


 


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


 


6.14                           Collateral.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
VII.


NEGATIVE COVENANTS


 


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


 


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


 


(a)                  Liens pursuant to any Loan
Document;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)


 


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


 


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


 


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


 


7.02                           Investments.  Make any Investments, except:


 


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


 


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


 


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


 


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


 


(e)                  Guarantees in accordance
with the terms of Section 7.03;


 


(f)                    during all Unrestricted
Periods, so long as there exists no Default prior to and/or after giving effect
to each such Investment, the Borrower and its Restricted Subsidiaries may make
Investments, including Investments in Qualified Unrestricted Subsidiaries, provided
that Investments in Unrestricted Subsidiaries must only be made in
Qualified Unrestricted Subsidiaries and only in accordance with the provisions
of Section 7.17;


 


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


 


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Investment
Basket, provided  that, notwithstanding the foregoing, (A) Investments
may be made by using (1) Equity Interests of the Parent, (2) cash of
any Loan Party or (3) assets of any Loan Party (or any combination of the
preceding), so long as in each case the Borrower has established a fair market
value determined in good faith for any assets used, and such fair market value
together with cash used does not exceed the unused amount of the Investment
Basket, and (B) Investments in Unrestricted Subsidiaries may be made only
to Qualified Unrestricted Subsidiaries and are subject to, and must also comply
with, the provisions of Section 7.17; and


 


(h)                 Investments in Qualified
Unrestricted Subsidiaries to the extent constituting the contribution of, or
paid for with, Equity Interests of the Parent.


 


Notwithstanding anything
herein or in any other Loan Document to the contrary, no payment (deferred or
otherwise) of any consideration of any type may be made during any Restricted
Period with respect to any Investment that was permitted by Section 7.02(f) at
the time such Investment was made, except so long as there exists no Default
prior to and/or after giving effect to such payment, any such payment may be
made to the extent such payment in connection with such Investment would have
been permitted under Section 7.02(g) and Section 7.17.


 


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


 


(a)                  Indebtedness under the Loan
Documents;


 


(b)                 (i) during all
Unrestricted Periods, Indebtedness outstanding on the Closing Date and listed
on Schedule 7.03, and Indebtedness outstanding on the First
Amendment Effective Date of EPLLC and listed on Schedule 7.03(a),
and in each case any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) during
Restricted Periods only, Indebtedness outstanding on the Closing Date and
listed on Schedule 7.03 and Indebtedness outstanding on the First
Amendment Effective Date of EPLLC and listed on Schedule 7.03(a);


 


(c)


 


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


 


(ii)                                  during Restricted
Periods only, (A) subordinated, unsecured Guarantees by the Guarantors in
respect of Indebtedness permitted under Section 7.03(h), on
subordination terms consistent with the unsecured New Subordinated High Yield
Indebtedness documentation subordination terms permitted to be issued under Section 7.03(h) and
(B) Guarantees of the Borrower 


 


89

















 


in
respect of Indebtedness otherwise permitted hereunder during the Restricted
Periods of the Borrower or any other Guarantor;


 


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


 


(e)


 


(i)                                     during all
Unrestricted Periods, so long as there exists no Event of Default or payment
Default under Section 8.01(a) prior to and/or after giving
effect to each such incurrence the Borrower, the Parent and the Restricted
Subsidiaries (except License Subsidiaries) may incur Indebtedness in respect of
capital leases and similar obligations, and purchase money obligations for
fixed or capital assets in an aggregate amount not to exceed $50,000,000 at any
one time outstanding, inclusive of any Indebtedness incurred during Restricted
Periods pursuant to Section 7.03(e)(ii) that remains
outstanding; provided further that any such Indebtedness is only secured
to the extent provided in Section 7.01(i)(A); and


 


(ii)                                  during
Restricted Periods only, so long as there exists no Event of Default or payment
Default prior to and/or after giving effect to each such incurrence, the
Borrower, the Parent and the Restricted Subsidiaries (except License Subsidiaries)
may incur Indebtedness in respect of capital leases and similar obligations,
and purchase money obligations for fixed or capital assets in an aggregate
amount for all such Indebtedness incurred during all Restricted Periods not to
exceed $25,000,000 at any one time outstanding, inclusive of any aggregate
outstanding amount of Indebtedness of the Borrower, the Parent and the
Restricted Subsidiaries incurred during all Unrestricted Periods pursuant to Section 7.03(e)(i) that
remains outstanding; provided further that any such Indebtedness is only
secured to the extent provided in Section 7.01(i)(B).  For the avoidance of doubt, the Borrower and
the other Loan Parties shall not be permitted to incur Indebtedness pursuant to
this Section 7.03(e)(ii) if the aggregate amount of
outstanding Indebtedness incurred as permitted by both subsections (i) and
(ii) of this Section 7.03(e) exceeds $25,000,000; and


 


(f)                    during all Unrestricted
Periods, so long as there exists no Event of Default or payment Default under Section 8.01(a) prior
to and/or after giving effect to each such incurrence, the Borrower and the
Parent may incur additional unsecured Indebtedness from time to time provided
that, (A) no such additional Indebtedness has a maturity earlier than six
months after the Maturity Date, (B) no such additional Indebtedness has
any scheduled principal payments, prepayments, redemptions, retirements,
acquisition of principal, cancellations, repurchases, sinking funds or other
principal payments prior to the Maturity 


 


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


 


(g)                 during all Unrestricted
Periods, so long as there exists no Event of Default or payment Default under Section 8.01(a) prior
to and/or after giving effect to each such incurrence, the Restricted
Subsidiaries may incur additional unsecured Indebtedness up to an aggregate
amount at any one time outstanding of $50,000,000 for all Restricted
Subsidiaries minus the aggregate amount of secured debt incurred by any of the
Restricted Subsidiaries permitted by subsection (e) preceding; provided
that, (A) no such additional Indebtedness has a maturity earlier than six
months after the Maturity Date, (B) no such additional Indebtedness has
any scheduled principal payments, prepayments, redemptions, retirements,
acquisition of principal, cancellations, repurchases, sinking funds or other
principal payments prior to the Maturity Date and (C) if the principal
amount of such Indebtedness is in excess of $20,000,000, the Borrower shall
have delivered to the Administrative Agent evidence in form reasonably
satisfactory to the Administrative Agent of pro forma compliance with each of
the covenants set forth in Section 7.13 before and after giving
effect to the incurrence of such additional Indebtedness;


 


(h)                 during Restricted Periods
only, so long as there exists no Default prior to and/or after giving effect to
each such incurrence, the Borrower and the Parent may incur additional
unsecured contractually subordinated high yield Indebtedness (a “New
Subordinated High Yield Indebtedness”) from time to time provided
that (A) not less than two Business Days prior to such incurrence (or such
lesser notice as agreed to by the Administrative Agent), the Borrower shall
have delivered to the Administrative Agent a certificate of a Responsible
Officer of the Borrower, in reasonable detail, containing calculations
demonstrating on a pro forma basis the Borrower’s compliance with the covenants
set forth in Section 7.13 after giving effect to such incurrence,
based upon the Borrower’s good faith estimate (if the actual pricing is not
then available) of the pricing for such Indebtedness, (B) no such
additional Indebtedness has a maturity earlier than six months after the
Maturity Date, (C) no such additional Indebtedness has any scheduled
principal payments, prepayments, redemptions, retirements, acquisition of
principal, cancellations, repurchases, sinking funds or other principal
payments prior to the Maturity Date, (D) 100% of the Net Debt Proceeds of
such additional New Subordinated High Yield Indebtedness must be applied to
prepay the Loans in accordance with Section 2.04(b)(v), (E) the
contractual subordination terms in the documentation for such New Subordinated
High Yield Indebtedness shall be reasonably consistent with market practice at
the time for unsecured contractually subordinated high yield indebtedness for
comparable borrowers and (F) the covenants and other terms and provisions
of the unsecured New Subordinated High Yield Indebtedness shall be less
restrictive and no more favorable than the covenants and other terms of this
Agreement and the other Loan Documents, provided that the terms of such unsecured
New Subordinated High Yield Indebtedness may include a maximum leverage ratio
requirement to permit the incurrence of indebtedness; and


 


91

















 


(i)


 


(i)                                     during all
Unrestricted Periods, Indebtedness incurred by the Borrower in the ordinary
course of business in an aggregate amount not to exceed $25,000,000 at any one
time outstanding, inclusive of any Indebtedness incurred during Restricted
Periods pursuant to Section 7.03(i)(ii) (whether secured or
unsecured) that remains outstanding; and


 


(ii)                                  during
Restricted Periods only, so long as there exists no Event of Default or payment
Default prior to and/or after giving effect to each such incurrence, unsecured
Indebtedness incurred by the Borrower in the ordinary course of business in an
aggregate amount not to exceed $15,000,000 at any one time outstanding,
inclusive of any Indebtedness incurred during Unrestricted Periods pursuant to Section 7.03(i)(i) that
remains outstanding; provided, however, that up to $5,000,000 of
such Indebtedness may be secured.  For
the avoidance of doubt, the Borrower and the other Loan Parties shall not be
permitted to incur Indebtedness pursuant to this Section 7.03(i)(ii) if
the aggregate amount of outstanding Indebtedness incurred as permitted by both
subsections (i) and (ii) of this Section 7.03(e) exceeds
$15,000,000.


 


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


 


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


 


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


 


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


 


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


 


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7.05                           Dispositions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)      During Restricted Periods, make any
Disposition, except:


 


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


 


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


 


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


 


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


 


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


 


(A)          Dispositions in connection with Like Kind Exchanges for one
or more Stations acquired in connection with a Permitted Acquisition in
accordance with the terms of Section 7.07, provided  that
each of the following criteria must be satisfied:


 


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


 


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


 


(III)         such Disposition will be permitted only
so long as (1) the ultimate purchaser is an unaffiliated third Person, (2) such
Like Kind Exchange is an arm’s length transaction, (3) to the extent that
the value of the consideration for the assets Disposed exceeds the value of the
consideration for the assets Acquired, at least 90% of the additional
compensation (provided, that any non-cash additional compensation must
otherwise be permitted by the terms of this Agreement) to such Loan Party will
be paid to the Borrower in immediately available cash Dollars (each such
payment an “Asset Exchange Cash Receipt”) and subject to the mandatory
prepayment provisions of Section 2.04(b) and (4) to the
extent that the value of the consideration for the assets Acquired exceeds the
value of the consideration for the assets Disposed, such excess consideration
to be paid by the Loan Parties may be paid in a combination of: (x) Equity
Interests of the Parent; and (y) if there exists no Default at the time of
payment, and only to the extent such amount is included in the calculation of
usage of the Acquisition Basket (and unused availability exists thereunder),
Dollars and other assets of the Loan Parties (each such payment that is not
made with Equity Interests of the Parent, a “Like Kind Exchange Excess Value
Payment”),


 


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


 


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


 


(VI)         the fair market value of all assets
Disposed in connection with all Like Kind Exchanges consummated by the Loan
Parties during all Restricted Periods shall not exceed $75,000,000 in the
aggregate for all such Dispositions,  and


 


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


 


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Notwithstanding the
foregoing, upon the occurrence of any Subsection 7.05(b)(vi) Reversion
Trigger Event, a Subsection 7.05(b)(vi) Reversion shall automatically
occur without notice to any Person; and


 


(B)           Dispositions of assets in connection with asset exchanges
for one or more Stations acquired in connection with a Permitted Acquisition in
accordance with the terms of Section 7.07 (including, without
limitation, any Like Kind Exchange to the extent it satisfies each of the
conditions of this subclause (B)), provided  that each of the
following criteria must be satisfied:


 


(I)            such Disposition will be permitted
only so long as such asset exchange is consummated substantially concurrently
with the Permitted Acquisition related to such exchange (but in no event earlier
than five Business Days before, or later than five Business Days after, the
Disposition of the related asset),


 


(II)           such Disposition will be permitted
only so long as (1) the ultimate purchaser is an unaffiliated third
Person, (2) such exchange involves a Disposition of one or more Stations
in connection with the Permitted Acquisition of one or more radio stations and
is an arm’s length transaction for assets of like kind, (3) to the extent
that the value of the consideration for the assets Disposed exceeds the value
of the consideration for the assets Acquired, at least 90% of the additional
compensation (provided, that any non-cash additional compensation must
otherwise be permitted by the terms of this Agreement) to such Loan Party will
be paid to the Borrower in immediately available cash Dollars (each such
payment also an “Asset Exchange Cash Receipt”) and subject to the
mandatory prepayment provisions of Section 2.04(b) and (4) to
the extent that the value of the consideration for the assets Acquired exceeds
the value of the consideration for the assets Disposed, the additional
compensation paid by such Loan Party (each, such payment that is not made with
Equity Interests of the Parent also a “Like Kind Exchange Excess Value
Payment”) will be paid to the ultimate seller only in Equity Interests of
the Parent, provided that such Loan Party may make such Like Kind Exchange
Excess Value Payment in Dollars or assets of the Loan Parties if there exists
no Default and such amount (or the fair market value thereof, as applicable) is
included in the calculation of usage of the Acquisition Basket (and unused
availability exists thereunder), and


 


(III)         such Disposition will be permitted only
so long as the Permitted Acquisition in connection with such exchange is
otherwise permitted by the terms of this Agreement, including, without
limitation, Sections 7.07 and 7.09.


 


Notwithstanding anything
herein to the contrary, in each case of each type of asset exchange Disposition
permitted under subsections (A) and (B) preceding, Asset Exchange
Cash Receipts will be deemed to be Net Cash Proceeds and subject to the
mandatory prepayment provisions of Section 2.04(b)(ii)(A); and


 


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(vi)          Dispositions (other than Dispositions permitted pursuant to
subsection (v) preceding) provided  that, (A) such
Disposition is for fair market value and consummated with a non-Affiliate in an
arm’s length transaction, (B) such Disposition is made for at least 90%
cash Dollars consideration (any non-cash consideration must otherwise be
permitted by the terms of this Agreement), (C) such cash consideration is
received upon consummation of the Disposition, (D) there exists no Default
prior to and/or after giving effect thereto, (E) if the fair market value
of the assets Disposed exceeds $5,000,000 for any one Disposition or series of
related Dispositions (as determined by the Borrower in good faith), prior to
such Disposition the Borrower shall have delivered a certificate signed by a
Responsible Officer of the Borrower, in reasonable detail setting forth
calculations demonstrating on a pro forma basis the Borrower’s compliance with
each of the covenants set forth in Section 7.13 after giving effect
to such Disposition and any related incurrence and/or repayment of
Indebtedness, and (F) 100% of the Net Cash Proceeds of such Disposition
are applied in accordance with Section 2.04(b)(ii)(A).


 


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


 


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


 


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


 


(c)      during all Unrestricted Periods, so long as there exists no
Default prior to and/or after giving effect to each such payment, the Borrower
and the Parent may declare and pay cash dividends and make stock redemptions,
repurchases and capital distributions to the Parent, and the Parent’s
stockholders.  For the avoidance of
doubt, during any Restricted Period, except as specifically provided in
subsections (d) and (e) below, the Borrower and the Parent shall not
be permitted to declare and pay cash dividends and make stock redemptions,
repurchases and capital distributions to Parent, or Parent’s stockholders;


 


(d)


 


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


 


97

















 


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


 


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


 


7.07         Acquisitions.  Make any
Acquisitions,


 


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


 


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


 


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


 


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


 


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


 


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


 


98

















 


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


 


(d)      except with respect to Investments that are also Acquisitions
of a Qualified Unrestricted Subsidiary, with respect to each Permitted
Acquisition consummated under this Section 7.07, the Borrower shall
have complied with each of the following:


 


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


 


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


 


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


 


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


 


99

















 


than
Excluded Collateral) of such new Domestic Subsidiary as additional collateral
for the Obligations to be held by the Administrative Agent in accordance with
the terms of the Security Agreement, and executed and delivered to the
Administrative Agent all such documentation for such security interest as, in
the reasonable opinion of the Administrative Agent, is required to perfect or
protect such Lien and grant a prior and first Lien; provided that in
each case no such action shall be required to perfect or provide for the
priority of Liens in Non-Perfected Collateral; and


 


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


 


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


 


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


 


(b)      for cash and other consideration (including Equity Interests of
the Parent except that the value of such Equity Interests shall not be deducted
in the calculation of the Acquisition Basket) in an aggregate amount of value
not to exceed the Acquisition Basket on the date of consummation of the
applicable Acquisition, but only so long as (i) if the fair market value
of the assets Acquired exceeds $5,000,000 for any one Acquisition or series of
related Acquisitions (as determined by the Borrower in good faith), prior to
consummation of such Acquisition the Borrower provides a certificate signed by
a Responsible Officer of the Borrower, in reasonable detail setting forth
calculations (A) demonstrating on a pro forma basis the Borrower’s
compliance with each of the covenants set forth in Section 7.13
both before and after giving effect to each such Acquisition and all related
repayment and/or incurrence of Indebtedness and (B) of the total value of
the consideration for such Acquisition and the amount of the Acquisition Basket
on such applicable date, (ii) the Loan Parties otherwise comply with
subsections (I)(d)(i), (iii) and (iv) of this Section 7.07
to the extent applicable, and (iii) with respect to any Acquisition with a
purchase price in excess of $25,000,000, such certificate in clause (i) preceding
shall be delivered together with projections for the Borrower for the period
from the consummation of such Acquisition through the maturity of the Loans
hereunder after the closing of such Acquisition (giving effect to such
Acquisition) and showing the source of financing for such Acquisition, all in
reasonable detail;


 


100

















 


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


 


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


 


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


 


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


 


(III)         such Acquisition will be permitted only
so long as (1) the ultimate seller is an unaffiliated third Person, (2) such
Like Kind Exchange is an arm’s length transaction, (3) to the extent that
the value of the consideration for the assets Disposed exceeds the value of the
consideration for the assets Acquired, at least 90% of the additional
compensation (provided, that any non-cash additional compensation must
otherwise be permitted by the terms of this Agreement) to such Loan Party will
be paid to the Borrower in immediately available cash Dollars constituting an
Asset Exchange Cash Receipt and subject to the mandatory prepayment provisions
of Section 2.04(b) and (4) to the extent that the value
of the consideration for the assets Acquired exceeds the value of the
consideration for the assets Disposed, a Like Kind Exchange Excess Value
Payment constituting the excess consideration to be paid by the Loan Parties
may be paid in a combination of: (x) Equity Interests of the Parent; and (y) if
there exists no Default at the time of such payment, and only to the extent
such amount (or the fair market value thereof, as applicable) is included in the
calculation of usage of the Acquisition Basket (and unused availability exists
thereunder), Dollars or assets of a Loan Party,


 


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


 


101

















 


(V)           such Acquisition will be permitted
only so long as the Disposition in connection with such exchange is a permitted
Disposition in accordance with the terms of this Agreement, including, without
limitation, Sections 7.05 and 7.09, and


 


(VI)         such Acquisition will only be
characterized as a Like Kind Exchange permitted under this subsection (A) if
the Borrower delivers written notice within 45 days after the consummation of
the related Disposition detailing in form reasonably acceptable to the
Administrative Agent the assets subject to the Acquisition and consummates such
Acquisition within six months after the date of the related Disposition (for
the avoidance of doubt, failure to timely deliver to the Administrative Agent a
written notice identifying in reasonable detail the target Acquisition in
connection with a Like Kind Exchange within 45 days after the consummation of a
Disposition is a Subsection 7.05(b)(vi) Reversion Trigger Event and
no Acquisition is permitted to be consummated under this subsection (A)).


 


Notwithstanding the
foregoing, upon the occurrence of any Subsection 7.05(b)(vi) Reversion
Trigger Event, a Subsection 7.05(b)(vi) Reversion shall automatically
occur without notice to any Person and no Acquisition will be permitted under
the preceding subsection (A); and


 


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


 


(I)            such Acquisition will be permitted
only so long as such asset exchange is consummated concurrently or
substantially concurrently with the Disposition related to such exchange (but
in no event earlier than five Business Days before, or later than five Business
Days after, the Disposition of the related asset),


 


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


 


102

















 


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


 


(III)         such Acquisition will be permitted only
so long as the Disposition in connection with such exchange is otherwise
permitted by the terms of this Agreement, including, without limitation, Sections
7.05 and 7.09.


 


Notwithstanding anything
herein to the contrary, (1) in each case of each type of asset exchange
Acquisition permitted under subsections (A) and (B) preceding, (x) Asset
Exchange Cash Receipts will be deemed to be Net Cash Proceeds and subject to
the mandatory prepayment provisions of Section 2.04(b)(ii)(A); and (y) the
Borrower and the Loan Parties shall have complied with all provisions of Sections
6.12, 6.13, 6.14 and 6.15, as applicable, with respect
to the assets and/or Equity Interests being Acquired, and subsections
(I)(d)(i), (iii) and (iv) of this Section 7.07, as
applicable, and (2) no payment (deferred or otherwise) of any
consideration of any type may be made during any Restricted Period with respect
to any Acquisition that was permitted by Section 7.07(I) at
the time such Acquisition was consummated, except so long as there exists no
Default prior to and/or after giving effect to such payment, any such payment
may be made to the extent such Acquisition would have been permitted under Section 7.07(II) (including,
without limitation, unused availability in the Acquisition Basket) at both the
time (x) the Acquisition was consummated and (y) of payment of any
such amount.


 


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


 


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


 


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


 


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


 


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


 


7.13         Financial Covenants.


 


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


 


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


 


	
  Fiscal
  Quarters Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  First Amendment Effective Date through
  December 31, 2010

  	
   

  	
  7.00 to 1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  6.75 to 1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  6.50 to 1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  6.25 to 1.00

  	
   

  
	
  December 31, 2011 and thereafter

  	
   

  	
  6.00 to 1.00

  	
   

  



 


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


 


7.15         High Yield Indebtedness.  Make any interest
or principal payment on any of the New Subordinated High Yield Indebtedness or
other subordinated Indebtedness during the existence of a payment Default or
Event of Default.  Upon the occurrence of
an Event of Default, the Borrower and the Parent shall immediately, upon the
written request of the Administrative 


 


104

















 


Agent, notify the trustee
under any New Subordinated High Yield Indebtedness.  Upon the occurrence of any breach, default or
event of default under any of the documentation relating to any New
Subordinated High Yield Indebtedness, the Parent and the Borrower shall
promptly notify the Administrative Agent. 
The Parent and the Borrower shall take all actions necessary under any
documentation relating to any New Subordinated High Yield Indebtedness to cause
the Obligations to be Designated Senior Indebtedness (or any comparable term in
the documentation for any New Subordinated High Yield Indebtedness) at all
times and for all purposes of the any New Subordinated High Yield Indebtedness
and all documentation related to any New Subordinated High Yield Indebtedness.


 


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


 


7.17         Unrestricted Subsidiaries.


 


(a)      During all Unrestricted Periods, Invest in any Unrestricted
Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted
Subsidiary (in each case except Investments and Acquisitions in, and the
creation of, any Qualified Unrestricted Subsidiary to the extent constituting
the contribution of, or paid for with, Equity Interests of the Parent), or do
any of the foregoing with respect to any direct or indirect subsidiary of any
Unrestricted Subsidiary (whether in cash, or using, contribution of assets or
equity interests (except Equity Interests of the Parent) or otherwise), provided
that, so long as there exists no Default prior to and/or after giving
effect to any such Investment, the Loan Parties may make Investments in, or
make Acquisitions of, or create, any Qualified Unrestricted Subsidiary in an
amount which, in the aggregate at any one time outstanding for all Unrestricted
Subsidiary Investments, Acquisitions and creations of Unrestricted Subsidiaries
by all Loan Parties, does not exceed Net Investments of $50,000,000 (excluding (i) for
the avoidance of doubt, transaction costs and (ii) up to $15,000,000 in
actual value of Identified Assets that have been used to make an initial
Investment (which such value shall be determined based on the consideration
contributed by the Other Investor in connection with such Other Investor’s
initial Equity Interests in such Investment); provided that
notwithstanding anything herein to the contrary, in an Investment with the
Identified Assets, the value of Identified Assets shall exclude the value of
any non-cash consideration for such Other Investor’s Equity Interest (to the
extent that such non-cash consideration is not acquired in anticipation of such
Investment)) after the First Amendment Effective Date (specifically including
all amounts expended constituting Investments in, and Acquisitions of,
Unrestricted Subsidiaries in the calculation of Net Investments for both
Restricted Periods and Unrestricted Periods after the First Amendment Effective
Date), provided  further that in connection with each such
Investment or Acquisition the value of the assets and equity interests shall be
determined in good faith by the Borrower to be the fair market value of such
assets and equity interests on the date of the applicable Investment or
Acquisition.  For the avoidance of doubt,
(i) all Investments made, Acquisitions made and all related expenditures
of monies contributed, advanced, loaned or otherwise invested in Unrestricted
Subsidiaries (but not including transaction costs), shall be included in the
determination of Net Investments regardless of (A) when made (during
Restricted Periods or otherwise, but only after the First Amendment Effective
Date) or (B) whether such Unrestricted Subsidiary was a Qualified
Unrestricted Subsidiary on the date of such action or 


 


105

















 


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


 


(b)      During Restricted Periods only, Invest in any Unrestricted
Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted
Subsidiary (in each case except Investments and Acquisitions in, and the
creation of, any Qualified Unrestricted Subsidiary to the extent constituting
the contribution of, or paid for with, Equity Interests of the Parent), or do
any of the foregoing with respect to any direct or indirect subsidiary of any
Unrestricted Subsidiary (whether in cash, or using, contribution of assets or
equity interests (except Equity Interests of the Parent) or otherwise), provided
that, so long as there exists no Default prior to and/or after giving
effect to any such Investment, Acquisition or creation, the Loan Parties may
make Investments in, or make Acquisitions of, or create, any Qualified
Unrestricted Subsidiary in an amount which, in the aggregate for all monies
expended by the Parent, the Borrower and their Restricted Subsidiaries constituting
Investments in, Acquisitions of or creations of, all Unrestricted Subsidiaries
during Restricted Periods, does not exceed the amount of the unused Investment
Basket, inclusive of any Investments in, Acquisitions of or creations of, all
Unrestricted Subsidiaries during Unrestricted Periods pursuant to Section 7.17(a),
provided  further that in connection with each such Investment,
acquisition, or creation, the value of the assets and equity interests
shall be determined in good faith by the Borrower to be the fair market value
of such assets and equity interests on the date of each such Investment,
Acquisition or creation.  For the
avoidance of doubt, all Investments in, Acquisitions of, and creations of, and
all related expenditures of monies contributed, advanced, loaned or otherwise
invested in Unrestricted Subsidiaries (but not including transaction costs),
shall be included in the calculation of amount of investments made for this
determination under subsection (b) of Section 7.17 to the
extent made during a Restricted Period irrespective of whether any Unrestricted
Subsidiary was a Qualified Unrestricted Subsidiary on the date of such action
or on any date of determination and (ii) the Investment Basket may not be
replenished under any circumstance for any reason.


 


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


 


106

















 


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


 


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


 


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


 


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


 


(a)      Designate any Restricted Subsidiary as an Unrestricted
Subsidiary;


 


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


 


(c)      Take any action that would cause an Unrestricted Subsidiary to
no longer be a Qualified Unrestricted Subsidiary, unless such Unrestricted
Subsidiary becomes wholly-owned by one or more Loan Parties and converts to a
Restricted Subsidiary in accordance with the requirements set forth in the
definition of a “Restricted Subsidiary”.


 


7.19         Prepayments, Etc. of Indebtedness.  During Restricted Periods only, make any
unscheduled payment or prepayment of principal or interest (or any comparable
unscheduled reduction of principal or yield provision, or payment of fees) on
any Indebtedness (including, without limitation, any redemption, defeasance,
setting aside of funds, or other provision for, or the assurance of, any such
unscheduled payment or prepayment), except (a) the prepayment at par of
the Obligations in accordance with the terms of this Agreement, (b) as
permitted in accordance with the terms of Section 7.20(b)(ii) and
Section 7.20(b)(iii) and (c) so long as there exists no
Default prior to and/or after giving effect to any such transaction, (i) and
such sale is otherwise permitted by the terms of this Agreement, in connection
with the sale of property by a Loan Party, the prepayment of the related
capital lease or similar obligation or purchase money indebtedness of such Loan
Party out of the gross proceeds from such sale of property and (ii) prepayments
on Indebtedness (including, without limitation, any redemption, defeasance,
setting aside of funds, or other provision for, or the assurance of, any such
unscheduled payment or prepayment) in an amount less than $200,000 for any one
such prepayment or any series of prepayments on any Indebtedness of a Loan
Party.


 


7.20         Debt Repurchases.


 


(a)      During all Unrestricted Periods, repurchase, buy, redeem,
prepay, defease, receive an assignment of, issue any notice of redemption or
defeasance with respect to, or otherwise cause any of the foregoing or the
cancellation, forgiveness or purchase (including, without limitation, any
setting aside of funds, or other provision for, or assurance of, payment), or
enter into any other transaction which accomplishes a like result, of any of
its Loans and Obligations or New Subordinated High Yield Indebtedness, nor
shall the Borrower or the Parent permit any Subsidiary, Loan Party or any
Affiliate to do any of the foregoing, provided  


 


107

















 


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


 


(b)      During Restricted Periods only, repurchase, buy, redeem,
prepay, defease, receive an assignment of, issue any notice of redemption or
defeasance with respect to, or otherwise cause any of the foregoing or the
cancellation, forgiveness or purchase (including, without limitation, any
setting aside of funds, or other provision for, or assurance of, payment), or
enter into any other transaction which accomplishes a like result, of any of
its Indebtedness including, without limitation, the Loans and Obligations, nor
shall the Borrower or the Parent permit any Subsidiary, Loan Party or any
Affiliate to do any of the foregoing, provided that, notwithstanding the
preceding:


 


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


 


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


 


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


 


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


 


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


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


 


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


 


108

















 


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


 


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


 


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


 


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


 


109

















 


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


 


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


 


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


 


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


 


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


 


110

















 


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


 


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


 


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


 


(n)      Collateral Documents. 
Any Collateral Document shall for any reason (other than pursuant to the
terms thereof or as a direct result of action or inaction of the Administrative
Agent or any other Lender) cease to create a (i) valid and perfected first
priority Lien (subject to Liens permitted by Section 7.01) on the
Collateral (other than Non-Perfected Collateral) purported to be covered
thereby or (ii) valid Lien (subject to Liens permitted by Section 7.01)
on the Non-Perfected Collateral.


 


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


 


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


 


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


 


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


 


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


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Borrower or the Parent under the Bankruptcy Code of the
United States, the obligation of each Lender to make Committed Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Borrower to Cash Collateralize the L/C
Obligations as 


 


111

















 


aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.


 


8.03         Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE IX.

ADMINISTRATIVE AGENT


 


9.01         Appointment and Authority.


 


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


 


(b)      The Administrative Agent shall also act as the collateral agent
under the Loan Documents, and each of the Lenders (including in its capacities
as a potential Hedge Bank) and the L/C Issuer hereby irrevocably appoints and
authorizes the Administrative Agent to act as the collateral agent of such
Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Obligations, together with such powers and discretion as are reasonably incidental
thereto.  In this connection, the
Administrative Agent, as collateral agent and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent, shall be
entitled to the benefits of all provisions of this Article IX and Article X
(including Section 10.04(c), as though such co-agents, sub-agents
and attorneys-in-fact were the collateral agent under the Loan Documents) as if
set forth in full herein with respect thereto.


 


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


 


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


 


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


 


(b)      shall not have any duty to take any discretionary action or
exercise any discretionary powers (except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the


 


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


 


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


 


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


 


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


 


9.04                           Reliance by
Agents.


 


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


 


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counsel
for the Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.


 


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


 


9.06                           Resignation
of Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower. 
Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, with the consent of the Borrower so long as there exists
no Event of Default (such consent not to be unreasonably withheld), to appoint
a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above (including the consent of the Borrower, if
applicable); provided that if the Administrative Agent shall notify the
Borrower and the Lenders that no qualifying Person has accepted such
appointment within 30 days, then the Syndication Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided  further that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment and the Agents in their
reasonable determination have determined that no successor Administrative Agent
meeting the qualifications set forth above will accept such appointment, the
Agents may engage a commercial servicing company to act in the role of
Administrative Agent, at the expense of the Borrower (with the consent of the
Borrower so long as there exists no Event of Default, such consent not to be
unreasonably withheld).  If no successor
Administrative Agent has been appointed, and no servicing agent has been
engaged by the Agents within 30 days after commercially reasonable efforts have
been made by the Agents to engage such servicing agent, the Administrative
Agent and the Borrower will negotiate in good faith (the Borrower’s consent not
to be unreasonably withheld) a new agency fee for the Administrative Agent
based on the market rate under the circumstances of the Loan, such fee to
compensate the Administrative Agent for the administrative duties to be
conducted by the Administrative Agent in connection with this Agreement and the
other Loan Documents and to supersede any such agency fee payable to the
Administrative Agent under any Fee Letter. 
Upon the acceptance of the appointment by a successor Administrative
Agent or the engagement of a servicing agent, (a) the resignation of the
Administrative Agent shall become effective in accordance with such notice and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents, (b) such
successor or servicing agent shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and (c) the retiring Administrative Agent 


 


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shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


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


 


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


 


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


 


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


 


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empowered to, and if
requested by the Required Lenders shall, by intervention in such proceeding or
otherwise


 


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


 


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


 


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


 


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


 


9.10                           Collateral
and Guaranty Matters.  The
Secured Parties, the Lenders and the L/C Issuer (in each case including in its
capacity as a Hedge Bank, if applicable) irrevocably authorize the
Administrative Agent, at its option and in its discretion,


 


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


 


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


 


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


 


Upon request by the Administrative Agent at any
time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10.  In each case as specified in this Section 9.10,
the Administrative Agent will, at the Borrower’s expense, execute and deliver
to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Loan Documents, or to release such
Guarantor from its obligations under the Guaranty, in each case in accordance
with the terms of the Loan Documents and this Section 9.10.


 


9.11                           Secured
Hedge Agreements.  No Hedge Bank
that obtains the benefits of Section 8.03, any Guaranty Agreements
or any Collateral by virtue of the provisions hereof or of any Guaranty
Agreement or any Collateral Document shall have any right to notice of any
action or to consent to, direct or object to any action hereunder or under any
other Loan Document or otherwise in respect of the Collateral (including the
release or impairment of any Collateral) other than in its capacity as a Lender
and, in such case, only to the extent expressly provided in the Loan
Documents.  Notwithstanding any other
provision of this Article IX to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Obligations arising
under Secured Hedge Agreements unless the Administrative Agent has received
written notice of such Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Hedge Bank, as the
case may be.


 


ARTICLE
X.

MISCELLANEOUS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties
of the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (iii) Section 10.06(h) may
not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; (iv) the Fee
Letters may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, and (v) the Letter of Credit
Applications may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. 
Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender. 
For the avoidance of doubt, (1) all mandatory prepayments hereunder
may be waived by the Required Lenders and (2) all mandatory prepayment
provisions hereunder may be amended with the consent of the Required Lenders
and the Borrower.


 


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10.02                     Notices;
Effectiveness; Electronic Communication.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)                  Reliance by Administrative
Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C
Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Term Loan Notices) purportedly
given by or on behalf of the Borrower even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice 


 


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specified
herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof.  The
Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender
and the Related Parties of each of them from all reasonable out-of-pocket
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART,
OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON,
absent gross negligence, bad faith or willful misconduct of such Person.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


 


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


 


10.04                     Expenses;
Indemnity; Damage Waiver.


 


(a)                  Costs and Expenses.  The Borrower shall pay (i) (A) all
reasonable out-of-pocket expenses incurred by each Agent and its Affiliates
(but only including the reasonable fees, charges and disbursements of one
counsel for the Agents), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents
through the Effective Date, and (B) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates (including the
reasonable fees, charges and disbursements of one counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder, provided
that, notwithstanding the foregoing, the Borrower will not be required to
reimburse the Administrative Agent for legal fees incurred on behalf of an
Eligible Assignee in connection with any assignment made pursuant to Section 10.06,
and (iii) all out-of-pocket expenses incurred by each Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel
for each Agent, any Lender or the L/C Issuer), in connection with the
enforcement of its rights after the occurrence of an Event of Default (or,
during the continuance of an Event of Default, protection of its rights) (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.


 


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


 


(c)                  Reimbursement by Lenders.  To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to an Agent (or any sub-agent thereof), the
L/C Issuer or any Related Party of any of the foregoing but without affecting
the Borrower’s obligations to pay such amounts, each Lender severally agrees to
pay to such Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount (except unpaid amounts relating to upfront
closing fees provided in the Fee Letters), provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent (or
any such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for such Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.11(d).


 


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


 


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


 


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


 


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


 


10.06                     Successors
and Assigns.


 


(a)                  Successors and Assigns
Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except the Borrower and the Parent may not, nor may any other Loan
Party (except to the extent such Loan Party is permitted in a transaction
permitted by the terms of this Agreement), assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) 


 


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to
an Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, (iii) by way of
pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section, or (iv) to an SPC in accordance
with the provisions of subsection (h) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


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


 


(i)                                     Minimum Amounts.


 


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


 


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


 


(ii)                                  Proportionate
Amounts.  Each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not prohibit any
Lender from assigning 


 


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all
or a portion of its rights and obligations among the Committed Loans and Term
Loans on a non-pro rata basis;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from
and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05 and 10.04  


 


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with respect to facts and circumstances occurring
prior to the effective date of such assignment. 
Upon request, the Borrower (at its expense) shall execute and deliver a
Note to the assignee Lender.  Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 10.06(d).


 


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


 


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


 


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


 


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


 


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Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 3.01(e) as
though it were a Lender.


 


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


 


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


 


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


 


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the
payment of a processing fee of $1,000.00, assign all or any portion of its
right to receive payment with respect to any Loan to the Granting Lender, and
subject to Section 10.07, such SPC may disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or
credit or liquidity enhancement to such SPC.


 


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


 


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


 


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


 


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


 


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


 


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


 


10.11                     Survival of
Representations and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered 


 


130

















 


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


 


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


 


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


 


(a)                  any Lender requests
compensation under Section 3.04,


 


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


 


(c)                  any Lender is a Defaulting
Lender,


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)                                  such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, accrued interest thereon, 


 


131

















 


accrued
fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 3.05) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);


 


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


 


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


 


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


 


10.14                     Governing
Law; Jurisdiction; Etc.


 


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


 


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


 


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


 


132

















 


DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.


 


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


 


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


 


10.16                     FCC
Compliance.


 


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


 


133
















 


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


 


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


 


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


 


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


 


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


 


10.21       No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), each of the
Borrower and Parent acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the
Administrative Agent, the Syndication Agent and the Arrangers are arm’s-length
commercial transactions between the Borrower, Parent and their respective
Affiliates, on the one hand, and the Administrative Agent, the Syndication
Agent and the Arrangers, on the other hand, (B) each of the Borrower and
Parent has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) each of the Borrower and
Parent is capable of evaluating, and understands 


 


134

















 


and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (ii) (A) each of the Administrative Agent, the
Syndication Agent and the Arrangers is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Borrower, Parent or any of their respective Affiliates, or any other
Person and (B) none of the Administrative Agent, the Syndication Agent or
any Arranger has any obligation to the Borrower, Parent, or any of their
respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the Syndication Agent and
the Arrangers and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Borrower,
the Parent and their respective Affiliates, and none of the Administrative
Agent, the Syndication Agent and the Arrangers has any obligation to disclose
any of such interests to the Borrower, Parent or any of their respective
Affiliates.  To the fullest extent
permitted by law, each of  the
Borrower and Parent hereby waives and releases any claims that it may have against
the Administrative Agent, the Syndication Agent and the Arrangers with respect
to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby.


 


10.22       Restricted Periods; Unrestricted Periods and Actions.  Notwithstanding anything in this Agreement or
in any Loan Document to the contrary:


 


(a)      Any action which is permitted to be taken and is taken during
an Unrestricted Period but which would otherwise be prohibited during a
Restricted Period (in each case, a “Restricted Period Governed Action”)
shall not violate the terms of this Agreement upon the subsequent occurrence of
a Restricted Period Trigger Date.  Upon
the occurrence of any Restricted Period Trigger Date, all further Restricted
Period Governed Actions (including, without limitation, new actions of the
types referred to in the first sentence of this paragraph) will be immediately
(and without notice of any kind) governed by the provisions stated hereunder to
be in effect during Restricted Periods. 
For example, the fact that the Borrower remains liable during a
Restricted Period for Indebtedness it incurred during an earlier Unrestricted
Period (or prior to the First Amendment Effective Date) in accordance with the
terms of this Agreement will not constitute a Default upon the occurrence of a
Restricted Period Trigger Date, but no further such Indebtedness may be
incurred during the Restricted Period unless it is permitted pursuant to a
provision in effect during the Restricted Period.


 


(b)      To the extent any given Restricted Period Governed Action is
partially completed or in process upon the occurrence of a Restricted Period
Trigger Date, actions taken prior to the occurrence of such Restricted Period
Trigger Date as part of such Restricted Period Governed Action shall not
constitute a Default hereunder, but any further actions taken after the
occurrence of such Restricted Period Trigger Date may be taken only if such
actions are permitted pursuant to the provisions stated hereunder to be in
effect during Restricted Periods.   For
example, with respect to a Restricted Period Governed Action constituting a
Disposition that was permitted to be, and consummated, during an Unrestricted
Period, but for which the Net Cash Proceeds have been held: (1) for eight
months subject to an Extended Reinvestment Period at the time a Restricted
Period Trigger Date occurs, the Borrower shall make a mandatory prepayment of
such Net Cash Proceeds of such Disposition in accordance with the provisions of
Section 2.04(b)(ii)(A), and (2) for three months subject to an
Extended  


 


135

















 


Reinvestment
Period at the time a Restricted Period Trigger Date occurs, the Borrower shall
either make a mandatory prepayment with such Net Cash Proceeds or exercise its
option to reinvest such Net Cash Proceeds during the Limited Reinvestment
Period applicable during a Restricted Period, in each case to the extent
permitted under and otherwise in accordance with the provisions of Section 2.04(b)(ii)(A),
and in the case of reinvestment, three months of the Limited Reinvestment
Period shall have already elapsed upon the occurrence of the applicable
Restricted Period Trigger Date.


 


10.23       Construction; Covenants.


 


(a)      Notwithstanding anything herein or in any other Loan Document
to the contrary, any provision in this Agreement or in any other Loan Document
that is not by its terms specifically limited to any specified period of time
(for example, “during Restricted Periods” or “during all Unrestricted Periods”)
shall be applicable at all times during the term of this Agreement.


 


(b)      The Borrower acknowledges and agrees that each covenant
contained in Articles VI and VII shall be given independent effect.  Accordingly, the Borrower (or other
applicable Loan Party) shall not engage in any transaction or other action
otherwise permitted under one covenant contained in such Articles if engaging
in such transaction or action would violate any other covenant in such
Articles.


 


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


 


THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


 


136

















 


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


 


 


	
   

  	
  ENTERCOM
  RADIO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
  ENTERCOM COMMUNICATIONS CORP.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


137

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


138

















 


	
   

  	
  JPMORGAN
  CHASE BANK, as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


139
















 


Annex II


 


[See Attached]


 


Annex
II to First Amendment to

Senior Secured Credit Agreement


 

















 


EXHIBIT C


 


FORM OF COMPLIANCE
CERTIFICATE


 


Financial Statement Date:                                 ,                                 


 


To:                            Bank of America, N.A., as Administrative
Agent


 


Ladies
and Gentlemen:


 


Reference is made
to that certain Credit Agreement, dated as of June 18, 2007 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined), among Entercom
Radio, LLC, a Delaware limited
liability company (the “Borrower”), Entercom Communications
Corp., a Pennsylvania corporation (the “Parent”), the Lenders from time
to time party thereto, Bank of America, N.A., as the Administrative Agent and
L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and BMO Capital
Markets, Corp., BNP Paribas, Mizuho Corporate Bank, Ltd. and Suntrust Bank, as
Co-Documentation Agents.


 


The undersigned
Responsible Officer hereby certifies on behalf of the Borrower as of the date
hereof that he/she is the                                                 of
the Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Borrower, and
that:


 


[Use following paragraph 1 for
fiscal year-end financial statements]


 


1.             Attached hereto as Schedule 1
are the year-end audited financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of the Parent ended as of the above date,
together with the report and opinion of an independent certified public
accounting firm required by such section. **Not required if an Annual Report on
form 10-K is filed with the SEC and is made publicly available through EDGAR.


 


[Use following paragraph 1 for
fiscal quarter-end financial statements]


 


1.             Attached hereto as Schedule 1
are the unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of the Parent ended as of the above
date.  Such financial statements were
prepared in accordance with GAAP for interim financial information and are
accompanied by the certifications required by the rules and regulations of
the SEC.  **Not required if a Quarterly
Report on form 10-Q is filed with the SEC and is made publicly available
through EDGAR.


 


2.             The undersigned has reviewed and is
familiar with the terms of the Agreement and has made, or has caused to be made
under his/her supervision, a detailed review of the transactions and financial
condition of the Parent and the Borrower during the accounting period covered
by the attached financial statements.


 


3.             To the knowledge of the
undersigned, [Select one: ][No Default exists] or [A
Default exists. The following (i) sets forth the details of such Default, (ii) describes
each material provision of the Agreement and the Loan Document that may be
materially implicated by the occurrence of such Default and (iii) sets
forth the actions the Borrower has taken or proposes to take with respect
thereto:]


 


4.             The financial covenant analyses and
information set forth on Schedule 2 attached hereto are (i) based
on the financial statements and (ii) true and accurate in all material
respects on and as of the date of this Certificate.


 


5.             The other information set forth on Schedule 2
attached hereto is true and accurate in all material respects on and as of the
date of this Certificate.


 


C-1

















 


6.             Based upon the Consolidated
Leverage Ratio, the Applicable Rate(1) as of the date hereof (i) for
Base Rate Loans is        % and (ii) for
Eurodollar Rate Loans is         %.


 


 


7.             If applicable, the actual value of
Identified Assets that have been used as of the date of this Certificate to make
an initial Investment (which such value shall be determined based on the
consideration contributed by the Other Investor in connection with such Other
Investor’s initial Equity Interests in such Investment) is $              .


 


[Remainder of Page Intentionally Left Blank.]


 






(1)


 


Applicable Rate


 


	
  Pricing 

  Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Commitment Fee

  	
   

  	
  Eurodollar Rate and

  Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
  1

  	
   

  	
  <3.50:1

  	
   

  	
  0.250

  	
  %

  	
  0.500

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  >3.50:1 but <4.00:1

  	
   

  	
  0.300

  	
  %

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  >4.00:1 but <4.50:1

  	
   

  	
  0.350

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  >4.50:1 but <5.00:1

  	
   

  	
  0.350

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  5

  	
   

  	
  >5.00:1 but <5.50:1

  	
   

  	
  0.350

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  6

  	
   

  	
  >5.50:1 but <6.00:1

  	
   

  	
  0.350

  	
  %

  	
  1.125

  	
  %

  	
  0.125

  	
  %

  
	
  7

  	
   

  	
  >6.00:1 but <6.50:1

  	
   

  	
  0.500

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  
	
  8

  	
   

  	
  >6.50:1

  	
   

  	
  0.500

  	
  %

  	
  2.500

  	
  %

  	
  1.500

  	
  %

  



 


C-2

















 


IN WITNESS
WHEREOF, the undersigned has executed this Certificate as of
              ,
20    .


 


	
   

  	
  ENTERCOM RADIO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-3
















 


For the Quarter/Year
ended                         (“Statement
Date”)


 


The period of the four
most recently completed fiscal quarters of the Parent ending on the Statement
Date is referred to herein as the “Subject Period”


 


SCHEDULE 2

to the Compliance Certificate

($ in 000’s)


 


At all
times:


 


	
  I.

  	
  Section 7.13(b) -
  Consolidated Leverage Ratio.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  Funded Indebtedness at Statement Date (without duplication):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  The outstanding
  principal amount of all obligations, whether current or long-term, for
  borrowed money (including Obligations under the Agreement) and all
  obligations evidenced by bonds, debentures, notes, loan agreements or other
  similar instruments:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  All purchase
  money Indebtedness:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  All direct and
  indirect obligations arising under letters of credit (including standby and
  commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
  instruments:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  All obligations
  in respect of the deferred purchase price of property or services (except
  trade accounts payable in the ordinary course of business not past due for
  more than 180 days unless disputed in good faith):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Attributable
  Indebtedness in respect of capital leases and similar obligations and
  Synthetic Lease Obligations:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

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

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  At any time
  after the occurrence and during the continuance of an Event of Default under
  any agreement of any Loan Party governing Swap Contracts, the aggregate
  amount payable by such Loan Party under such agreement:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  All Guarantees with respect to outstanding
  Indebtedness of the types specified in Lines I.A.1 through 7 above of Persons
  other than the Parent, the Borrower or any Restricted Subsidiary:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  The aggregate
  amount of Indebtedness of Unrestricted Subsidiaries of the types referred to
  in Lines I.A.1 through 8 above for which any Loan Party has direct liability:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The amount of
  any capital lease, similar obligation or Synthetic Lease 

  	
   

  	
   

  	
   

  



 


C-4

















 


	
   

  	
   

  	
  Obligation as of
  any date shall be deemed to be the amount of Attributable Indebtedness in
  respect thereof as of such date.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes of
  calculating Consolidated Funded Indebtedness with respect to any Acquisition
  or Disposition that occurs during the Subject Period, and any related
  incurrence or repayment of Consolidated Funded Indebtedness (including its
  effect on Consolidated Operating Cash Flow), (x) any Acquisition by the
  Borrower, the Parent or their Restricted Subsidiaries shall be deemed to have
  occurred on the first day of the Subject Period, and (y) any Disposition
  (and any related incurrence or repayment of Indebtedness) by the Borrower,
  the Parent or their Restricted Subsidiaries which occurs during such period
  shall be deemed to have occurred on the first day of the Subject Period, provided that,
  notwithstanding the foregoing, the Borrower shall not be required to pro
  forma unrelated Dispositions of the Loan Parties generating gross proceeds
  less than (a) $5,000,000, so long as all such Dispositions by the Loan
  Parties in the aggregate over the period commencing on the First Amendment
  Effective Date and ending on any date of determination do not exceed
  $15,000,000, or (b) $200,000 for any one Disposition or any series of
  related Dispositions. Consolidated Funded Indebtedness (i) shall be
  reduced by the amount of cash on hand of the Borrower in excess of
  $3,000,000, provided that, in no event shall Consolidated Funded Indebtedness
  be reduced by an amount greater than $7,000,000 and (ii) shall not
  include EPLLC Deemed Debt.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Adjustments made
  in accordance with the above (if any):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.

  	
  Consolidated
  Funded Indebtedness (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 ± 10):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated
  Operating Cash Flow for the Subject Period (Line II.A.15 below):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated
  Leverage Ratio (Line I.A.11 ÷ Line I.B):

  	
   

  	
           
  to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Permitted:

  	
   

  	
   

  	
   

  



 


	
  Fiscal
  Quarters Ending

  	
   

  	
  Ratio

  	
   

  
	
  First Amendment Effective Date through
  December 31, 2010

  	
   

  	
  7.00 to 1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  6.75 to 1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  6.50 to 1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  6.25 to 1.00

  	
   

  
	
  December 31, 2011 and thereafter

  	
   

  	
  6.00 to 1.00

  	
   

  



 


	
  II.

  	
  Section 7.13(a) -
  Consolidated Interest Coverage Ratio.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  Operating Cash Flow for the Subject Period:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Net
  Income for the Subject Period:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  interest expense for the Subject Period (excluding interest expense in
  connection with EPLLC Deemed Debt):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  depreciation for the Subject Period:

  	
   

  	
  $

  	
   

  	
   

  



 


C-5

















 


	
   

  	
   

  	
  4.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  amortization for the Subject Period:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  non-cash charges and other expenses (including, without limitation,
  impairment charges) which do not represent a cash expense in the Subject
  Period or any future period:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  equity based compensation, if any:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Up to $2,000,000
  in the aggregate for all Permitted Acquisitions consummated over the term of
  the Agreement in connection with pro forma cost savings of the Borrower (the
  “Add Back”), but only to the extent that (i) such cost savings
  are reflected in good faith projections delivered to the Administrative
  Agent, (ii) the Borrower has commenced such necessary action to generate
  such annualized cost savings no later than 180 days after the
  consummation of the Permitted Acquisitions, and (iii) such Add Back is
  reduced each consecutive fiscal quarter of the Borrower after its initial use
  by up to $500,000 (or such lesser amount as equals one-fourth of the total
  Add Back) per quarter:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  To the extent
  not already included in Consolidated Net Income for the Subject Period, the
  Parent’s, the Borrower’s and any Restricted Subsidiary’s pro rata share
  (based on equity ownership) of the OCF of any Unrestricted Subsidiary or
  other Person that is not a Restricted Subsidiary, but not more than the
  aggregate of cash Dollars actually distributed by such Person during the
  Subject Period to the Borrower or a Restricted Subsidiary as a dividend or
  other distribution;

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Amount of OCF to
  be included in calculation of Consolidated Operating Cash Flow (calculating
  OCF pursuant to the terms of the Agreement) not to exceed (1) actual
  amount of aggregate of cash Dollars distributed by Unrestricted Subsidiary or
  other Person that is not a Restricted Subsidiary during the Subject Period to
  the Borrower or a Restricted Subsidiary as a dividend or other distribution
  and (2) 10% of the Consolidated Operating Cash Flow (Line II.A.15 below)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period, fees
  and expenses incurred (except to the extent capitalized) in connection with
  the First Amendment and paid in cash no later than 90 days after the closing
  of the First Amendment, including fees and expenses of advisors and legal
  counsel, and the costs incurred in connection with the requirements under the
  Loan Documents with respect to the Collateral:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period, loss
  from early extinguishment of debt as a result of the acceleration or
  amortization of deferred financing costs associated with the Loans and/or
  Senior Subordinated Notes:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.

  	
  To the extent
  deducted in determining Consolidated Net Income for the Subject Period,
  transaction costs paid in Dollars by the Loan Parties during such period and
  required by GAAP to be expensed, in each case in connection with Permitted
  Acquisitions consummated after the First Amendment Effective Date, provided 

  	
   

  	
  $

  	
   

  	
   

  



 


C-6

















 


	
   

  	
   

  	
   

  	
  that all such
  transaction costs for all Loan Parties that are added back under this Line 11
  shall not exceed a cumulative maximum aggregate amount of $5,000,000 for the
  period from the First Amendment Effective Date through any date of determination:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.

  	
  To the extent
  included in determining Consolidated Net Income for the Subject Period, the
  sum of:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Total Exclusions
  (the sum of (i) through (v) above):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13.

  	
  To the extent added
  back in the Subject Period pursuant to Line II.A.5 above, cash payments made
  after the First Amendment Effective Date with respect to such non-cash
  charges:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  For purposes of the
  calculations above, (1) in no event shall Consolidated Operating Cash
  Flow include (x) any gain as a result of the purchase, forgiveness or
  other cancellation of Indebtedness made after December 31, 2009 of the
  Parent, the Borrower or any Subsidiary for less than the face value of such
  Indebtedness and (y) any add back for any bad debt expense, and
  (2) Entercom Properties, LLC shall be treated in all respects as a Restricted
  Subsidiary during all periods of determination for purposes of calculating
  Consolidated Operating Cash Flow.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  For purposes of the
  calculations above, with respect to any Acquisition or Disposition that
  occurs during the Subject Period, and any related incurrence or repayment of
  Consolidated Funded Indebtedness (including its effect on Consolidated
  Operating Cash Flow), (x) any Acquisition (and any related incurrence or
  repayment of Indebtedness) by the Borrower, the Parent or their Restricted
  Subsidiaries shall be deemed to have occurred on the first day of the Subject
  Period, and (y) any Disposition (and any related incurrence or repayment
  of Indebtedness) by the Borrower, the Parent or their Restricted Subsidiaries
  which occurs during the Subject Period shall be deemed to have occurred on
  the first day of the Subject Period, provided that, notwithstanding the
  foregoing, the Borrower shall not be required to pro forma unrelated
  Dispositions of the Loan Parties generating gross proceeds less than
  (a) $5,000,000, so long as all such Dispositions by the Loan Parties in
  the aggregate over the period commencing on the First Amendment Effective
  Date and ending on any date of determination do not exceed $15,000,000, or
  (b) $200,000 for any one Disposition or any series of related
  Dispositions.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.

  	
  Adjustments made
  in accordance with the above (if any)):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.

  	
  Consolidated
  Operating Cash Flow (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 +7 + 8 + 9 + 10 + 11 –
  12 – 13 ± 14):

  	
   

  	
  $

  	
   

  	
   

  



 


C-7

















 


	
   

  	
  B.

  	
  Consolidated Interest
  Charges for the Subject Period:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  All cash
  interest (excluding interest with respect to EPLLC Deemed Debt), premium
  payments, debt discount, fees, charges (excluding fees and charges related to
  the Loans) and related cash expenses of the Parent, the Borrower and their
  Restricted Subsidiaries in connection with borrowed money (including
  capitalized interest) or in connection with the deferred purchase price of
  assets, in each case to the extent treated as interest in accordance with
  GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  The portion of
  rent expense of the Parent, the Borrower and their Restricted Subsidiaries
  paid in cash during the Subject Period under capital leases that is treated
  as interest in accordance with generally GAAP:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes of
  calculating the above, (a) net cash payments made or received by the
  Parent, the Borrower and their Restricted Subsidiaries with respect to Swap
  Contracts shall be included in the computation of gross interest expense, and
  (b) with respect to any Acquisition or Disposition that occurs during
  the Subject Period, and any related incurrence or repayment of Consolidated
  Funded Indebtedness (including its effect on Consolidated Operating Cash Flow),
  (x) any Acquisition by the Borrower, the Parent or their Restricted
  Subsidiaries shall be deemed to have occurred on the first day of the Subject
  Period, (y) any Disposition (and any related incurrence or repayment of
  Indebtedness) by the Borrower, the Parent or their Restricted Subsidiaries
  which occurs during the Subject Period shall be deemed to have occurred on
  the first day of the Subject Period, provided that,
  notwithstanding the foregoing, the Borrower shall not be required to pro
  forma unrelated Dispositions of the Loan Parties generating gross proceeds
  less than (a) $5,000,000, so long as all such Dispositions by the Loan
  Parties in the aggregate over the period commencing on the First Amendment
  Effective Date and ending on any date of determination do not exceed
  $15,000,000, or (b) $200,000 for any one Disposition or any series of
  related Dispositions.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding
  the foregoing, the contribution to Lines II.B.1. and II.B.2. above shall be
  calculated including Unrestricted Subsidiaries, but be limited to the amount
  of such items for which a Loan Party has direct liability.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.               Adjustments
  made in accordance with the above (if any):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.               Consolidated
  Interest Charges (Lines II.B.1 + 2 ± 3):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.               Line II.B.4
  above net of (i) consolidated interest income of the Parent, the
  Borrower and their Restricted Subsidiaries for the Subject Period and
  (ii) interest accrued on the Attributable Indebtedness and other
  obligations described in subsection (e) of the definition of
  Consolidated Funded Indebtedness:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated
  Interest Coverage Ratio (Line II.A.15 ÷ Line II.B.5):

  	
   

  	
            
  to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum
  Required: 2.00 to 1.00

  	
   

  	
   

  



 


C-8

















 


During Unrestricted Periods,
only:

[Complete to the extent utilized.]


 


	
  III.

  	
  Section 7.01(i)(A) – Liens and
  Section 7.03(e)(i) – Indebtedness.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual amount of Liens
  securing Indebtedness of the Parent, the Borrower and the Restricted Subsidiaries
  (except License Subsidiaries) in respect of capital leases and similar
  obligations, and purchase money obligations for fixed or capital assets:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum Indebtedness of
  the Borrower, the Parent and the Restricted Subsidiaries (except License
  Subsidiaries) permitted to be incurred under Section 7.03(e)(i):

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
  Section 7.03(f) – Unsecured
  Indebtedness of the Borrower and Parent.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount of
  unsecured Indebtedness incurred by the Borrower and the Parent:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
  Section 7.03(g) – Unsecured
  Indebtedness of Restricted Subsidiaries.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount of
  unsecured Indebtedness incurred by the Restricted Subsidiaries:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Aggregate amount of
  secured debt incurred by any of the Restricted Subsidiaries permitted by Section
  7.03(e)(i):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Maximum permitted
  pursuant to Section 7.03(g) ($50,000,000 – Line V.B):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
  Section 7.03(i)(i) – Additional
  Indebtedness of the Borrower.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount of
  additional Indebtedness incurred by the Borrower:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum permitted
  pursuant to Section 7.03(i)(i):

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
  Section 7.17(a) – Unrestricted
  Subsidiaries.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount of Net
  Investments pursuant to Section
  7.17(a):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum Amount of Net
  Investments pursuant to Section 7.17(a) permitted after the First
  Amendment Effective Date:

  	
   

  	
  $

  	
  50,000,000

  	
  *

  



 






	
   

  	
  * Subject to the following
  adjustments based on the inclusions and exclusions specified in Section
  7.17(a):                                                                                                                                          
                                                                                             .

  	
   

  	
   

  



 


C-9

















 


During Restricted Periods, only:


[Complete
to the extent utilized.]


 


	
  XIII.

  	
  Section 7.01(i)(B) —
  Liens and Section 7.03(e)(ii) — Indebtedness

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual amount of
  Liens securing Indebtedness of the Parent, the Borrower and the Restricted
  Subsidiaries (except License Subsidiaries) in respect of capital leases and
  similar obligations, and purchase money obligations for fixed or capital
  assets:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum Indebtedness
  of the Borrower, the Parent and the Restricted Subsidiaries (except License
  Subsidiaries) permitted to be incurred under Section 7.03(e)(ii):

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
  Section 7.02(g) —
  Investments.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Maximum
  Permitted (Calculation of Investment Basket):*

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  $25,000,000:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  The aggregate
  amounts expended or invested by the Borrower, the Parent and the Restricted
  Subsidiaries during all of the Restricted Periods constituting Investments
  made during Restricted Periods in accordance with Section 7.02(g) (including,
  without limitation, Investments in Unrestricted Subsidiaries, minority
  interests, joint ventures and otherwise, but excluding, for the avoidance of
  doubt, transaction costs):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  Amounts added to
  the Acquisition Basket pursuant to clause (i) of the definition of
  Acquisition Basket:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  Investment
  Basket (Lines IX.A.1 – (2 +3):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Maximum (Unused
  amount of Investment Basket) as set forth in Line IX.A.4 above:

  	
   

  	
  $

  	
   

  	
   

  



 






	
   

  	
  *
  Subject to the following adjustments based on the inclusions and exclusions
  specified in the definition of Investment Basket:                                                                                                       
                                                                                                                                                          .

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
  Section 7.07(II)(b) 
  — Acquisitions.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum
  Permitted (Calculation of Acquisition Basket):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.                $50,000,000:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.                The aggregate
  amount of all cash consideration (or the equivalent thereof) paid by the Loan
  Parties for all Permitted Acquisitions consummated during all Restricted
  Periods made in accordance with the terms of Section 7.07(II) (but
  excluding (i) Permitted Acquisitions to the extent made with Equity
  Interests of the Parent, (ii) except as provided in Line 3 below,
  payments made in accordance with the terms of Section 7.07(II)(c),
  and (iii) for the avoidance of doubt, transaction costs):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.                The aggregate
  Dollar amount (using the Dollar equivalent thereof for all non-cash payments)
  of all Like Kind Exchange Excess Value Payments made during all Restricted
  Periods:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.                any unused
  amounts of the Investment Basket on such date of determination:

  	
   

  	
  $

  	
   

  	
   

  



 


C-10

















 


	
   

  	
   

  	
  5.                Acquisition
  Basket (Line X.A.1 – (2 + 3) + 4):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XI.

  	
  Section 7.03(h) —
  Unsecured Indebtedness of Borrower and Parent.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount
  of New Subordinated High Yield Indebtedness incurred by the Borrower and
  Parent pursuant to Section 7.03(h):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Amount of Net
  Debt Proceeds:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XII.

  	
  Section 7.03(i)(ii) —
  Additional Indebtedness of the Borrower.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.               Aggregate
  amount of additional unsecured Indebtedness incurred by the Borrower in the
  ordinary course of business:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.                Maximum
  permitted pursuant to Section 7.03(i)(ii) (provided that up
  to $5,000,000 of such Indebtedness may be secured):

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Amount secured: 

  
	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  XIII.

  	
  Calculation
  of Mandatory Prepayments required by Sections 2.04(b)(ii)(A), (b)(iii),
  (b)(iv) and (b)(v)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.     Amount of prepayments made
  in accordance with Section 2.04(b)(ii)(A) (Net Cash
  Proceeds), Section 2.04(b)(iii) (Extraordinary Receipts), Section 2.04(b)(iv) (Net
  Issuance Proceeds) and Section 2.04(b)(v) (Net Debt
  Proceeds):

  	
   

  	
  $

  	
   

  	
   

  



 


C-11
















 


EXHIBIT
F


 


SECURITY
AGREEMENT


 


SECURITY AGREEMENT (this
agreement, together with all amendments and restatements and Joinders, this “Agreement”), dated as of
March       , 2010, is made by ENTERCOM
RADIO, LLC, a Delaware limited liability company (“Borrower”), ENTERCOM COMMUNICATIONS CORP., a Pennsylvania
corporation (“Parent”), each of
the signatories party hereto (other than Secured Creditor) and each other
Person who becomes a party hereto pursuant to Section 6.15
(including any permitted successors and assigns, collectively, the “Grantors” and each a “Grantor”), in favor of BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, “Secured Creditor”) for its benefit and the benefit of each
other Secured Party.


 


BACKGROUND.


 


Borrower, Parent, Bank of
America, N.A., as Administrative Agent and L/C Issuer, and the Lenders party
thereto have entered into the Credit Agreement dated as of June 18, 2007
(such agreement, together with all amendments, restatements, extensions,
supplements or other modifications, the “Credit
Agreement”).


 


Borrower, Parent, the
other Loan Parties, Administrative Agent and certain Lenders have entered into
the First Amendment to Credit Agreement dated as of
March       , 2010 (the “First Amendment”).


 


It is a condition precedent
to the effectiveness of the First Amendment that each Loan Party execute and
deliver this Agreement.


 


It is the intention of
the parties hereto that this Agreement create a first priority (except with
respect to Non-Perfected Collateral) security interest in the Collateral
(subject to Permitted Liens) in favor of Secured Creditor for its benefit and
the benefit of Secured Parties securing the payment and performance of the
Obligations.


 


AGREEMENT.


 


NOW, THEREFORE, in
consideration of the premises set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and in order to induce (a) Secured Parties to make the Committed Loans,
issue or participate in Letters of Credit and maintain the Term A Loans under
the Credit Agreement and to extend other credit and financial accommodations
under the Loan Documents, and (b) Hedge Banks to make financial
accommodations under Secured Hedge Agreements, each Grantor hereby agrees with
Secured Creditor, for its benefit and the benefit of Secured Parties, as
follows:


 


ARTICLE
I

DEFINITIONS


 


1.1.          Definitions.  For
purposes of this Agreement:


 


“Accession” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to an accession (as defined in the UCC),
and (whether or not included in that definition), a good that is physically
united with another good in such a manner that the identity of the original
good is not lost.


 


“Account” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to an account (as defined in the UCC), and 


 


1

















 


(whether or not included
in such definition), a right to payment of a monetary obligation, whether or
not earned by performance for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, and for service rendered or to be
rendered, and all right, title, and interest in any returned property, together
with all rights, titles, securities, and guarantees with respect thereto,
including any rights to stoppage in transit, replevin, reclamation, and
resales, and all related Liens whether voluntary or involuntary.


 


“Account Debtor” means any Person who is or
who may become obligated to a Grantor under, with respect to or on account of
an Account.


 


“As-Extracted Collateral” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to as-extracted collateral (as
defined in the UCC), and (whether or not included in that definition),
(a) oil, gas, or other minerals that are subject to a security interest
that (i) is created by such Grantor before extraction, and
(ii) attaches to the minerals as extracted, or (b) Accounts arising
out of the sale at the wellhead or minehead of oil, gas, or other minerals in
which such Grantor had an interest before extraction.


 


“Chattel Paper” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to chattel paper (as defined in the UCC),
and (whether or not included in such definition), a Record or Records that evidence
both a monetary obligation and a security interest in specific Goods, a
security interest in specific Goods and Software used in the Goods, or a lease
of specific Goods.  “Chattel Paper”
includes Electronic Chattel Paper and Tangible Chattel Paper.


 


“Collateral” has the meaning specified in Section 2.1.


 


“Collateral Records” means books, records,
ledger cards, files, correspondence, customer lists, blueprints, technical
specifications, manuals, computer software, computer printouts, tapes, disks
and related data processing software and similar items that at any time
evidence or contain information relating to any of the Collateral or are
otherwise necessary or helpful in the collection thereof or realization
thereupon.


 


“Commercial Tort Claim” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to a commercial tort claim (as
defined in the UCC), and (whether or not included in such definition), all
claims arising in tort with respect to which the claimant (a) is an
organization, or (b) an individual and the claim (i) arose in the
course of the claimant’s business or profession, and (ii) does not include
damages arising out of personal injury to or the death of an individual.


 


“Commodity Account” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to a commodity account (as defined in the
UCC), and (whether or not included in such definition), an account maintained
by a Commodity Intermediary in which a Commodity Contract is carried for such
Grantor.


 


“Commodity Contract” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to a commodity futures contract,
an option on a commodity futures contract, a commodity option, or any other
contract if the contract or option  is
(a) traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract pursuant to the
federal commodities Laws, or (b) traded on a foreign commodity board of
trade, exchange, or market, and is carried on the books of a Commodity
Intermediary for such Grantor.


 


2

















 


“Commodity Intermediary” means (a) a
Person that is registered as a futures commission merchant under the federal
commodities Laws or (b) a Person that in the ordinary course of its
business provides clearance or settlement services for a board of trade that
has been designated as a contract market pursuant to federal commodities Laws.


 


“Copyright License” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to any written agreement, now or hereafter
in effect, granting any right to any third party under any Copyright now or
hereafter owned by such Grantor or which such Grantor otherwise has the right
to license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.


 


“Copyrights” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to (a) all copyright rights in any
work subject to the copyright Laws of any Governmental Authority, whether as
author, assignee, transferee, or otherwise, (b) all registrations and
applications for registration of any such copyright in any Governmental
Authority, including registrations, recordings, supplemental registrations, and
pending applications for registration in any jurisdiction, and (c) all
rights to use and/or sell any of the foregoing.


 


“Deposit Account” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to a deposit account (as defined in the
UCC), and (whether or not included in such definition), a demand, time,
savings, passbook, or similar account maintained at a bank (as defined in the
UCC).


 


“Document” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to a document (as defined in the UCC), and
(whether or not included in such definition), a document of title, bill of
lading, dock warrant, dock receipt, warehouse receipt, or order for the
delivery of Goods.


 


“Electronic Chattel Paper” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to electronic chattel paper (as
defined in the UCC), and (whether or not included in such definition), chattel
paper evidenced by a Record or Records consisting of information stored in
electronic medium.


 


“Entitlement Holder” means a Person
identified in the records of a Securities Intermediary as the Person having a
Security Entitlement against the Securities Intermediary. If a Person acquires
a Security Entitlement by virtue of Section 8-501(b)(2) or
(3) of the UCC, such Person is the Entitlement Holder.


 


“Equipment” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to equipment (as defined in the UCC), and
(whether or not included in such definition), all Goods other than Inventory or
consumer goods, and all improvements, accessions, or appurtenances thereto.


 


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


 


3

















 


“Excluded Property” means any
(a) Equity Interests owned by Parent, Borrower or any of their
Subsidiaries (i) in the Unrestricted Subsidiaries or (ii) that are
pledged pursuant to a Pledge Agreement, and (b) real property.


 


“FCC” means The Federal Communications
Commission and any successor thereto.


 


“FCC License” means each current and future
license, permit or other authorization issued by the FCC to each Grantor.


 


“Financial Asset” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to a financial asset (as defined in the
UCC), and (whether or not included in such definition), (a) a Security,
(b) an obligation of a Person or a share, participation or other interest
in a Person or in property or an enterprise of a Person, that is, or is of a
type, dealt in or traded on financial markets or that is recognized in any area
in which it is issued or dealt in as a medium for investment, or (c) any
property that is held by a Securities Intermediary for another Person in a
Securities Account if the Securities Intermediary has expressly agreed with the
other Person that the property is to be treated as a financial asset under
Article 8 of the UCC. As the context requires, “Financial Asset” means
either the interest itself or the means by which a Person’s claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security, or a Security Entitlement.


 


“Fixtures” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to fixtures (as defined in the UCC), and
(whether or not included in such definition), all Goods that have become so
related to particular real property that an interest in them arises under the
real property Law of the state in which the real property is situated.


 


“General Intangible” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to a general intangible (as
defined in the UCC, and (whether or not included in such definition), all
personal property, including things in action, other than Accounts, Chattel
Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments,
Investment Property, Letter-of-Credit Rights, Letters of Credit, money, and
oil, gas or other minerals before extraction.


 


“Goods” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to goods (as defined in the UCC), and
(whether or not included in such definition), all things that are movable when
a security interest attaches.


 


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


 


“Impaired Account” means an Account with
respect to which either (a) the applicable Account Debtor is a named
debtor in a proceeding pending under a Debtor Relief Law or (b) the
Grantor who is owed such Account has determined, in its reasonable business judgment
in accordance with its past practices, that the applicable Account Debtor is
likely to become a debtor in a proceeding pending under a Debtor Relief Law.


 


“Instrument” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to an instrument (as defined in the UCC),
and (whether or not included in such definition), a negotiable instrument or
any other writing that evidences a 


 


4

















 


right to the payment of a
monetary obligation, is not itself a security agreement or lease, and is of a
type that in ordinary course of business is transferred by delivery with any
necessary endorsement or assignment.


 


“Insurance” means all insurance policies
for which each Grantor is the owner, an insured, an additional insured, a
beneficiary or loss payee, including any policy covering any or all of the
Collateral (regardless of whether Secured Creditor is the loss payee or an
additional insured thereof).


 


“Intellectual Property” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to all intellectual and similar
property of  every kind and nature,
including inventions, designs, Patents, Copyrights, Licenses, Trademarks, Trade
Secrets, confidential or proprietary technical and business information,
know-how, show-how or other data or information, Software and databases and all
embodiments or fixations thereof and related documentation, registrations and
franchises, and all additions, improvements and accessions to, and books and
records describing or used in connection with, any of the foregoing.


 


“Inventory” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to inventory (as defined in the UCC), and
(whether or not included in such definition), Goods that (a) are leased by
a Person as lessor, (b) are held by a Person for sale or lease or to be
furnished under a contract of service, (c) are furnished by a Person under
a contract of service, or (d) consist of raw materials, work in process,
or materials used or consumed in a business, including packaging materials,
scrap material, manufacturing supplies and spare parts, and all such Goods that
have been returned to or repossessed by or on behalf of such Person.


 


“Investment Property” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to investment property (as
defined in the UCC), and (whether or not included in such definition), a
Security (whether certificated or uncertificated), a Commodity Contract, a
Commodity Account, a Security Entitlement and Securities Account.


 


“Joinder” means a joinder to this Agreement
in substantially the form of Exhibit A.


 


“Letter of Credit” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to a letter of credit (as defined in the
UCC).


 


“Letter-of-Credit Right” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to a letter-of-credit right (as
defined in the UCC), and (whether or not included in such definition),
(a) a right to payment or performance under a letter of credit, whether or
not the beneficiary has demanded or is at the time entitled to demand payment
or performance, and (b) the right of a beneficiary to demand payment or
performance under a letter of credit.


 


“License” means any Patent License,
Trademark License, Copyright License, or other similar license or sublicense.


 


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


 


5

















 


“Material Commercial Tort Claim” means a
Commercial Tort Claim, pending before any court, as to which the amount in
controversy and claimed by the applicable Grantor to be owed to such Grantor is
greater than $10,000,000.


 


“Money” means “money” as defined in the
UCC.


 


“Patent License” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to any written agreement, now or hereafter
in effect, granting to any third party any right to make, use or sell any
invention on which a Patent, now or hereafter owned by such Grantor or which
such Grantor otherwise has the right to license, is in existence, or granting
to such Grantor any right to make, use or sell any invention on which a Patent,
now or hereafter owned by any third party, is in existence, and all rights of
such Grantor under any such agreement.


 


“Patents” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to (a) all letters patent of any
Governmental Authority, all registrations and recordings thereof, and all
applications for letters patent of any Governmental Authority, and (b) all
reissues, continuations, divisions, continuations-in-part, renewals, or
extensions thereof, and the inventions disclosed or claimed therein, including
the right to make, use and/or sell the inventions disclosed or claimed therein.


 


“Payment Intangible” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to a payment intangible (as
defined in the UCC), and (whether or not included in such definition), a
General Intangible under which the Account Debtor’s principal obligation is a
monetary obligation.


 


“Permit”
means all right, title, and interest of each Grantor (in each case
whether now or hereafter existing, owned, arising, or acquired) in and to any
authorization, consent, approval, permit, license or exemption of, registration
or filing with, or report or notice to, any Governmental Authority.


 


“Permitted Liens”  means Liens permitted pursuant to Credit Agreement Section 7.01.


 


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


 


“Pledged Debt” means all indebtedness owed
to each Grantor, the instruments evidencing such indebtedness, and all
interest, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such indebtedness.


 


“Proceeds” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to proceeds (as defined in the UCC), and
(whether or not included in such definition), (a) whatever is acquired
upon the sale, lease, license, exchange, or other disposition of the
Collateral, (b) whatever is collected on, or distributed on account of, the
Collateral, (c) rights arising out of the Collateral, (d) claims
arising out of the loss, nonconformity, or interference with the use of,
defects or infringement of rights in, or damage to the Collateral,
(e) proceeds of insurance, including insurance payable by reason of the
loss or nonconformity of, defects or infringement of rights in, or damage to
the Collateral, (f) proceeds derived from or in connection with the sale,
transfer or other disposition of any FCC License, and (g) any and all other
amounts from time to time paid or payable under or in connection with any of
the Collateral.


 


6

















 


“Record” means information that is
inscribed on a tangible medium or that is stored in an electronic or other
medium and is retrievable in perceivable form.


 


“Release Date” means the date on which
Liens securing the Obligations may be released pursuant to Credit Agreement Section 9.10(a)(i).


 


“Secured Party” means (i) the
Administrative Agent, (ii) the Lenders, (iii) the L/C Issuer,
(iv) each Lender or an Affiliate of a Lender owed any Obligations with
respect to Swap Contracts, (v) each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.05 of
the Credit Agreement, and (vi) each other Person the Obligations owing to
which are or are purported to be secured by the Collateral under the terms of
the Collateral Documents.


 


“Securities Account” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to an account to which a
Financial Asset is or may be credited in accordance with an agreement under
which the Person maintaining the account undertakes to treat the Person for
whom the account is maintained as entitled to exercise rights that comprise the
Financial Asset.


 


“Securities Intermediary” means (a) a
clearing corporation, or (b) a Person, including a bank or broker, that in
the ordinary course of its business maintains securities accounts for others
and is acting in that capacity.


 


“Security” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to any obligations of an issuer or any
shares, participations or other interests in an issuer or in property or an
enterprise of an issuer which (a) are represented by a certificate
representing a security in bearer or registered form, or the transfer of which
may be registered upon books maintained for that purpose by or on behalf of the
issuer, (b) are one of a class or series or by its terms is divisible into
a class or series of shares, participations, interests or obligations, and
(c)(i) are, or are of a type, dealt with or traded on securities exchanges
or securities markets or (ii) are a medium for investment and by their
terms expressly provide that they are a security governed by Article 8 of
the UCC.


 


“Security Entitlements” means all right,
title, and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to the rights and property interests as and
of an Entitlement Holder with respect to a Financial Asset.


 


“Software” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to software (as defined in the UCC), and
(whether or not included in such definition), a computer program (including
both source and object code) and any supporting information provided in
connection with a transaction relating to the program.


 


“Supporting Obligations” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and 
to a supporting obligation (as defined in the UCC), and whether or not
included in such definition, a Letter-of-Credit Right or secondary obligation
that supports the payment or performance of an Account, Chattel Paper, a
Document, a General Intangible, an Instrument, or Investment Property.


 


“Tangible Chattel Paper” means all right,
title, and interest of each Grantor (in each case whether now or hereafter
existing, owned, arising, or acquired) in and to tangible chattel paper (as
defined in the UCC), and (whether or not included in such definition), chattel
paper evidenced by a Record or Records consisting of information that is
inscribed on a tangible medium.


 


7

















 


“Trade Secrets” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to trade secrets, all know-how, inventions,
processes, methods, information, data, plans, blueprints, specifications,
designs, drawings, engineering reports, test reports, materials standards,
processing standards and performance standards, and all Software directly
related thereto, and all Licenses or other agreements to which such Grantor is
a party with respect to any of the foregoing.


 


“Trademark License” means all right, title,
and interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to any written agreement, now or hereafter
in effect, granting to any third party any right to use any Trademark now or
hereafter owned by such Grantor or which such Grantor otherwise has the right
to license, or granting to such Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.


 


“Trademarks” means all right, title, and
interest of each Grantor (in each case whether now or hereafter existing,
owned, arising, or acquired) in and to (a) all trademarks, service marks,
trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, all registrations
and recordings thereof, and all registration and recording applications filed
with any Governmental Authority in connection therewith, and all extensions or
renewals thereof, (b) all goodwill associated therewith or symbolized
thereby, (c) all other assets, rights and interests that uniquely reflect
or embody such goodwill, (d) all rights to use and/or sell any of the
foregoing, and (e) the portion of the business to which each trademark
pertains.


 


“UCC” means Chapters 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State of New York
or, where applicable as to specific items or types of Collateral, any other
relevant state.


 


1.2.          Other
Definitional Provisions. 
Capitalized terms not otherwise defined herein have the meaning
specified in the Credit Agreement, and, to the extent of any conflict, terms as
defined herein shall control for purposes of this Agreement only (provided, that a more expansive or
explanatory definition shall not be deemed a conflict).


 


1.3.          Construction.  Unless otherwise expressly provided in this
Agreement or the context requires otherwise, (a) the singular shall
include the plural, and vice versa,
(b) words of a gender include the other gender, (c) monetary
references are to Dollars, (d) time references are to Eastern time,
(e) references to the “Agreement” and to “Articles,” “Sections,”
“Exhibits,” and “Schedules” are to this Agreement and to the Articles,
Sections, Exhibits, and Schedules of and to this Agreement, together with all
amendments and restatements thereto, (f) headings used in this Agreement
are for convenience only and shall not be used in connection with the
interpretation of any provision hereof, (g) references to any Person
include that Person’s heirs, personal representatives, successors, trustees,
receivers, and permitted assigns, that Person as a debtor-in possession, and
any receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for such Person or all or substantially all of its assets,
(h) references to any Law include every amendment or restatement to it,
rule and regulation adopted under it, and successor or replacement for it,
(i) references to a particular Loan Document include each amendment or
restatement to it made in accordance with the Credit Agreement and such Loan
Document, (j) references to a particular Secured Hedge Agreement include
each amendment or restatement to it made in accordance with such Secured Hedge
Agreement, and (k) the inclusion of Proceeds in the definition of
“Collateral” shall not be deemed a consent by Secured Creditor or any other
Secured Party to any sale or other disposition of any Collateral not otherwise
specifically permitted by the terms of the Credit Agreement or this
Agreement.  This Agreement is a Loan
Document.


 


8

















 


ARTICLE II

GRANT OF SECURITY INTEREST


 


2.1.          Grant
of Security Interest.  As
security for the payment and performance, as the case may be, in full of the
Obligations, each Grantor hereby grants to Secured Creditor, for the benefit of
it and the other Secured Parties, a security interest in the entire right,
title, and interest of such Grantor in and to (a) all personal property
(other than Excluded Property) of such Grantor, whether now or hereafter
existing, owned, arising or acquired, and (b) all of the following
property of such Grantor, whether now or hereafter existing, owned, arising, or
acquired:  (i) Accessions,
(ii) Accounts, (iii) As-Extracted Collateral, (iv) Chattel
Paper, (v) Collateral Records, (vi) Commercial Tort Claims, including
but not limited to the specific Commercial Tort Claims descriptions of which
are to be provided by such Grantor to Secured Creditor, (vii) Commodity
Accounts, (viii) Commodity Contracts, (ix) Deposit Accounts,
(x) Documents, (xi) Equipment, (xii) Financial Assets,
(xiii) Fixtures, (xiv) General Intangibles, (xv) Goods, (xvi) Instruments,
(xvii) Insurance, (xviii) Intellectual Property,
(xix) Inventory, (xx) Investment Property, (xxi) Letters of
Credit, (xxii) Letter-of-Credit Rights, (xxiii) Licenses,
(xxiv) Money, (xxv) Payment Intangibles, (xxvi) Permits,
(xxvii) Pledged Debt, (xxviii) Securities, (xxix) Securities
Accounts, (xxx) Security Entitlements, (xxxi) Software,
(xxxii) Supporting Obligations, and (xxxiii) Proceeds of the
foregoing (“Collateral”).  Collateral does not include at any time any
FCC License to the extent, but only to the extent, that any Grantor is prohibited
at that time from granting a security interest therein pursuant to the
Communications Act of 1934, and the rules, regulations and policies promulgated
thereunder, but includes, to the maximum extent not prohibited by Law, all
rights incident or appurtenant to any such FCC License and the rights to
receive all proceeds derived from or in connection with the sale, assignment or
transfer of any FCC License.


 


2.2.          Grantors
Remain Liable.  Anything
herein to the contrary notwithstanding, (a) each Grantor shall remain
liable with respect to and under all Collateral, (b) the exercise by
Secured Creditor of any of the rights hereunder shall not release any Grantor
from any of its duties or obligations with respect to or under any Collateral
or under this Agreement, and (c) neither Secured Creditor nor any other
Secured Party shall have any obligation or liability with respect to or under
any Collateral by reason of this Agreement, nor shall Secured Creditor or any
other Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned or in which a security interest is granted hereunder.


 


2.3.          Delivery
of Security and Instrument Collateral.  All certificates, if any, or Instruments
constituting or evidencing the Collateral (other than Non-Perfected Collateral)
shall be delivered to and held by or on behalf of Secured Creditor pursuant
hereto and shall be in suitable form for transfer by delivery, or shall be
accompanied by undated and duly executed instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to Secured
Creditor.  If an Event of Default exists,
Secured Creditor has the right to transfer to or to register in the name of
Secured Creditor or any of its nominees any or all of such Collateral (subject
to Section 5.6).  In
addition, Secured Creditor has the right, if Secured Creditor reasonably
determines that the exercise of such right is necessary to protect its rights,
at any time to exchange certificates or Instruments representing or evidencing
Collateral for certificates or Instruments of smaller or larger denominations.


 


2.4.          Agreement
With Respect to Collateral. 
Each Grantor and Secured Creditor agree that to the extent that any of
the Collateral may be deemed to be a Fixture as opposed to Equipment,
Inventory, or any other form of Collateral that may be perfected by the filing
of a UCC financing statement, it is the intention of Grantors, Secured Creditor
and Secured Parties that such Collateral be deemed to be Equipment, Inventory,
or any other form of Collateral that, to the extent not prohibited by Law, may
be perfected by the filing of a UCC financing statement and such Collateral not
be deemed to be a Fixture.


 


9

















 


2.5.          Future
Advances.  Each Grantor
acknowledges that the Loan Documents and each Secured Hedge Agreement may
provide for future advances and financial accommodations and this Agreement
secures performance of such future advances and financial accommodations.


 


2.6.          Limited
Exclusions.  Notwithstanding
anything herein to the contrary, in no event shall the security interest
granted in Section 2.1 include or attach to any lease, license,
contract, property rights or agreement to which Grantor is a party or any of
its rights or interests thereunder if and for so long as the grant of such
security interest would constitute or result in a violation of non-waivable
provisions of applicable Law or the abandonment, termination pursuant to the
terms of, or a breach or default under, any such lease, license, contract,
property rights or agreement (other than to the extent that any such term would
be rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409
of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable Law (including any Debtor Relief Law) or
principles of equity); provided, however,
that such security interest shall attach immediately at such time as the
condition causing such abandonment, invalidation or unenforceability shall be
remedied and to the extent severable, shall attach immediately to any portion
of such lease, license, contract, property rights or agreement that does not
result in any of the consequences specified above.  So long as any property of Grantor is
excluded from the security interest granted in Section 2.1 pursuant
to the immediately preceding sentence, such property shall be excluded from the
term “Collateral” for all purposes hereunder.


 


2.7.          Maximum
Liability.  Anything in this
Agreement to the contrary notwithstanding, the obligations of each Grantor
(other than Borrower) hereunder shall be limited to a maximum aggregate amount
equal to the largest amount that would not render its obligations hereunder
subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of Title 11 of the United States Code or any applicable
provisions of comparable Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect
to all other liabilities of such Grantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Grantor in respect of intercompany indebtedness to
other Loan Parties or Affiliates of other Loan Parties to the extent that such
indebtedness would be discharged in an amount equal to the amount paid or
property conveyed by such Grantor under the Loan Documents) and after giving
effect as assets, subject to Section 6.1, to the value (as
determined under the applicable provisions of the Fraudulent Transfer Laws) of
any rights to subrogation or contribution of such Grantor pursuant to
(a) applicable Law or (b) any agreement providing for an equitable
allocation among such Grantor and other Loan Parties of obligations arising
under the Loan Documents and Secured Hedge Agreements.


 


2.8.          Excluded
Property.  Notwithstanding Section 2.1
or any other provision of this Agreement, no Grantor grants a security interest
pursuant to this Agreement in any Excluded Property and Excluded Property shall
be excluded from “Collateral” for all purposes hereunder.


 


2.9.          Non-Perfected
Collateral.  Notwithstanding
any provision of this Agreement, no Grantor shall be required to take any
action to cause the perfection of any security interest granted pursuant to
this Agreement in any Non-Perfected Collateral.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


3.1.          Representations
and Warranties.  Each Grantor
represents and warrants to Secured Creditor with respect to itself and its
Collateral that:


 


(a)           This Agreement and the grant of the
security interest pursuant to this Agreement in the Collateral create a valid
security interest in favor of Secured Creditor for its benefit and the benefit
of Secured Parties in the Collateral, securing the payment and performance of
the Obligations, and upon the


 


10
















 


(i) filing of UCC-1
financing statements for such Grantor, in the form delivered by such Grantor to
Secured Creditor in the central filing office of the jurisdiction in which such
Grantor is organized, and (ii) obtaining possession, as appropriate for
the item and type of Collateral (other than Non-Perfected Collateral) in
question, shall constitute a valid, first priority, perfected security interest
in such Collateral (subject to Permitted Liens and excluding Non-Perfected
Collateral) to the extent such security interests can be perfected by taking
the actions described in clauses (i) and (ii), and all
filings and other actions necessary to perfect such security interest and such
priority have been duly taken (or will be taken upon such Grantor obtaining rights
in Collateral after the date hereof).


 


(b)           The execution, delivery and
performance by such Grantor of this Agreement have been duly authorized by all
necessary action, and do not and will not: 
(i) contravene the terms of any of such Grantor’s Organization
Documents; (ii) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under (A) any
material contractual obligation to which such Grantor is a party or affecting
such Grantor or the properties of such Grantor or any of its Subsidiaries
(other than the Lien created by this Agreement) or (B) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Grantor or its property is subject; or (iii) violate any
Law.


 


(c)           This Agreement has been duly executed
and delivered by such Grantor.  This
Agreement constitutes a legal, valid and binding obligation of such Grantor,
enforceable against such Grantor in accordance with its terms, subject as to
enforcement of remedies to any Debtor Relief Laws and to general equitable
principles.


 


(d)           Such Grantor has good and
indefeasible title to, or a valid leasehold interest in, all of the Collateral
free and clear of any Lien, except for the security interest and Liens granted
pursuant to this Agreement and Permitted Liens. 
Such Grantor has not granted a security interest or other Lien in any of
the Collateral (except for the security interest and Lien granted by this
Agreement and Permitted Liens).  Such
Grantor has not sold any interest in any of its Accounts (other than Impaired
Accounts) or Payment Intangibles, or been a party to any securitization of any
of its property.


 


(e)           As of the Closing Date, Schedule 1
states the exact name of such Grantor, as such name appears in its currently
effective Organization Documents as filed with the appropriate authority of the
jurisdiction of such Grantor’s organization, the jurisdiction of organization
of such Grantor (and such Grantor is not organized in more than one
jurisdiction), the current type of entity of such Grantor, the Federal Taxpayer
Identification Number of such Grantor, and the corporate or other
organizational number of such Grantor issued by such Grantor’s jurisdiction of
organization (or “N/A” if such jurisdiction does not issue an organizational
number for such Grantor’s entity type).


 


(f)            All Tangible Chattel Paper,
promissory notes, and other Instruments which this Agreement requires to be
delivered to Secured Creditor have been delivered and pledged to Secured
Creditor duly endorsed and accompanied by such duly executed instruments of
transfer or assignment as are necessary for such pledge, to be held as pledged
collateral.


 


(g)           Such Grantor does not have any
interest in any Material Commercial Tort Claim other than Material Commercial
Tort Claims as to which such Grantor has delivered to Secured Creditor the case
style and the case number of such Material Commercial Tort Claim and the name
of the court in which such Material Commercial Tort Claim is pending.


 


(h)           Except as provided in Section 5.6,
no consent of any other Person and no authorization, approval or other action
by, and no notice to or filing (other than filings required by the UCC) with,
any Governmental Authority is required (i) for the pledge by such Grantor
of the Collateral pledged by it hereunder, for the grant by such Grantor of the
security interest granted hereby, or for the execution,


 


11

















 


delivery, or performance
of this Agreement by such Grantor, in each case except as to Non-Perfected
Property, (ii) for the perfection or maintenance of the pledge,
assignment, and security interest created hereby (including the first priority
nature of such pledge, assignment, and security interest) in Collateral (other
than (A) Non-Perfected Collateral and (B) Intellectual Property in
which a security interest cannot be perfected by the filing of a financing
statement) or (iii) for the enforcement of remedies by Secured Creditor or
any other Secured Party.


 


(i)            With respect to each Grantor other
than Borrower, this Agreement and the other Loan Documents may reasonably be
expected to benefit, directly or indirectly, such Grantor, and the Board of
Directors of such Grantor, the requisite number of its partners, the requisite
number of its members or the requisite number of the appropriate governance
body or equity holders, as appropriate to such Grantor’s type of entity, have
determined that this Agreement and the other Loan Documents may reasonably be
expected to benefit, directly or indirectly, such Grantor.  Such Grantor is familiar with, and has
independently reviewed the books and records regarding, the financial condition
of Company and is familiar with the value of any and all collateral intended to
be security for the payment of all or any part of the Obligations; provided, however,
such Grantor is not relying on such financial condition or collateral as an
inducement to enter into this Agreement.


 


(j)            All representations and warranties
made hereunder and in any other Loan Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. 
Such representations and warranties have been or will be relied upon by
Secured Creditor and each Secured Party, regardless of any investigation made
by Secured Creditor or any Secured Party or on their behalf and notwithstanding
that Secured Creditor or any Secured Party may have had notice or knowledge of
any Default at the time of any credit extension, and shall continue in full
force and survive the Release Date.


 


ARTICLE IV

COVENANTS


 


4.1.          Further Assurances.


 


(a)           Each Grantor will, from time to time
and at such Grantor’s expense, promptly execute and deliver all further
instruments and documents (including the delivery of certificated securities,
if any, authenticate, execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as
may be reasonably necessary, or as Secured Creditor may reasonably request, in
order to perfect and preserve the pledge, assignment, and security interest
granted or purported to be granted hereby, and take all further action that
Secured Creditor may reasonably request, in order to perfect (except with
respect to Non-Perfected Collateral) the security interest granted or purported
to be granted hereby, and the priority thereof, or to enable Secured Creditor
to exercise and enforce Secured Creditor’s and other Secured Parties’ rights
and remedies hereunder with respect to any Collateral (except Non-Perfected
Collateral).


 


(b)           Each Grantor authorizes Secured
Creditor to file one or more financing or continuation statements, and
amendments thereto, relating to all or any part of the Collateral without the
authentication of any Grantor where permitted by Law and that (i) indicate
the Collateral (A) as all assets of such Grantor (or words of similar
effect), regardless of whether any particular asset included in the Collateral
is within the scope of UCC Article 9 of the state or such jurisdiction or
whether such assets are included in the Collateral, or (B) as being of an
equal or lesser scope or with greater detail, and (ii) contain any other
information required by UCC Article 9 of the state or such jurisdiction
for the sufficiency or filing office acceptance of any financing statement,
continuation or amendment, including whether such Grantor is an organization,
the type of organization, and any organization identification number issued to
such Grantor.  Each Grantor agrees to
furnish any such information to Secured Creditor promptly upon request.


 


12

















 


A photocopy or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by Law.


 


4.2.          Place of Perfection; Records; Collection of Accounts,
Chattel Paper and Instruments.


 


(a)           No Grantor shall change the
jurisdiction of its organization from the jurisdiction specified in Schedule 1,
its type of entity from the type of entity specified in Schedule 1,
its name from the name specified in Schedule 1, or its
organizational identification number from the organizational number specified
in Schedule 1, unless such Grantor has delivered to Secured
Creditor prompt written notice thereof (but in no event shall such notice be
given later than ten Business Days after any such change unless Secured
Creditor has agreed in writing to a later date) and taken such actions as
Secured Creditor may reasonably require to maintain the perfection and priority
of the security interest granted pursuant to this Agreement in the Collateral
(except as to Non-Perfected Collateral). 
Each Grantor will hold and preserve such Records concerning the Accounts
and the originals of all Chattel Paper and Instruments in a commercially
reasonable manner and permit Secured Creditor to access such Records in the
manner and at the times specified under the Credit Agreement.


 


(b)           Except as otherwise provided in this Section 4.2(b),
each Grantor shall continue to collect, in accordance with commercially
reasonable procedures and at its own expense, all amounts due or to become due
such Grantor under the Accounts, Chattel Paper, and Instruments.  In connection with such collections, each
Grantor may take (and, at Secured Creditor’s direction if an Event of Default
exists, shall take) such action as such Grantor or Secured Creditor may deem
necessary or advisable to enforce collection of the Accounts, Chattel Paper,
and Instruments; provided, however, that Secured Creditor shall have
the right, if an Event of Default exists, without notice to any Grantor, to
notify the Account Debtors or obligors under any Accounts, Chattel Paper, and
Instruments of the assignment of such Accounts, Chattel Paper, and Instruments
to Secured Creditor and to direct such Account Debtors or obligors to make
payment of all amounts due or to become due to such Grantor thereunder directly
to Secured Creditor and, at the expense of such Grantor, to enforce collection
of any such Accounts, Chattel Paper, and Instruments, and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done or as Secured Creditor reasonably deems
appropriate.  If any Event of Default
exists, all amounts and proceeds (including Instruments) received by any
Grantor in respect of the Accounts, Chattel Paper, and Instruments shall be
received in trust for the benefit of Secured Creditor hereunder, shall be
segregated from other funds and property of such Grantor and shall be forthwith
paid or delivered over to Secured Creditor in the same form as so received
(with any necessary endorsement) to be held as cash collateral, thereafter to
be applied as provided in the Credit Agreement or other Loan Documents, as
applicable.


 


4.3.          Instruments.  Each Grantor will deliver to Secured Creditor
any Collateral evidenced by a promissory note or other Instrument duly indorsed
and accompanied by duly executed instruments of transfer or assignment, all in
form and substance satisfactory to Secured Creditor; in each case to the extent
and at the times required under the Credit Agreement.


 


4.4.          Rights
to Dividends and Distributions.  With respect to any Equity
Interests subject to a security interest granted hereunder other than
Non-Perfected Collateral (“Covered Equity
Interests”), Secured Creditor shall have authority (subject to Section 5.6)
if an Event of Default exists either to have the same registered in Secured
Creditor’s name or in the name of a nominee, and, with or without such
registration, to demand of the issuer thereof, and to receive and receipt for,
any and all dividends and distributions (including any stock or similar
dividend or distribution) payable in respect thereof, whether they be ordinary
or extraordinary, in each case excluding dividends and distributions the
recipient of which is entitled under the Credit Agreement to keep.  If any Grantor shall become entitled to
receive or shall receive any interest in or certificate (including, without
limitation, any interest in or certificate representing a dividend or a
distribution in connection with any reclassification, increase, or reduction of


 


13

















 


capital, or issued in
connection with any reorganization), or any option or rights arising from or
relating to, any of the Covered Equity Interests, whether as an addition to, in
substitution of, as a conversion of, or in exchange for any of the Covered
Equity Interests, or otherwise, such Grantor agrees to accept the same as
Secured Creditor’s agent and to hold the same in trust on behalf of and for the
benefit of Secured Creditor, and to deliver the same immediately to Secured
Creditor in the exact form received, with appropriate undated stock or similar
powers, duly executed in blank, to be held by Secured Creditor, subject to the
terms hereof, as Collateral.  Unless an
Event of Default exists or will result therefrom and subject to the other Loan
Documents, such Grantor shall be entitled to receive all cash dividends and
distributions paid or distributed with respect to the Securities, other than
dividends or distributions or interests payable in Covered Equity Interests of
the issuer of such Covered Equity Interests (which, if evidenced by
certificated securities, shall be delivered to Secured Creditor as set forth in
the immediately preceding sentence, whether or not an Event of Default exists);
provided, that, notwithstanding
the existence of an Event of Default, the recipient thereof may keep all cash
dividends permitted under the Credit Agreement to be made or received.  All dividends, distributions and Proceeds
paid or distributed in respect of the Collateral which are received by each
Grantor in violation of this Agreement shall, until paid or delivered to
Secured Creditor, be held by such Grantor in trust as additional Collateral for
the Obligations.


 


4.5.          Right
of Secured Creditor to Notify Issuers.  If an Event of
Default exists and at such other times as Secured Creditor is entitled to
receive dividends, distributions and other property in respect of or consisting
of any Collateral which is or represents a Security, Secured Creditor may
notify issuers of such Security to make payments of all dividends and
distributions directly to Secured Creditor and Secured Creditor may take
control of all Proceeds of any Securities. 
Until Secured Creditor elects to exercise such rights, if an Event of
Default exists, each Grantor, as agent of Secured Creditor, shall collect,
segregate and hold in trust all dividends and other amounts paid or distributed
with respect to Securities.


 


4.6.          Insurance.  If
an Event of Default exists and any Grantor fails to perform or observe any
applicable covenants in the Credit Agreement as to insurance, Secured Creditor
may at its option obtain insurance on only Secured Creditor’s and Secured
Parties’ interest in the Collateral, and any premium thereby paid by Secured
Creditor to become part of the Obligations and bear interest at the Default
Rate.  If Secured Creditor maintains such
insurance, the premium for such insurance shall be due on demand and payable by
such Grantor to Secured Creditor.  Each
Grantor grants and appoints Secured Creditor its attorney-in-fact (exercisable
if an Event of Default exists) to endorse any check or draft that may be
payable to such Grantor in order to collect any payments in respect of
insurance, including any refunds of unearned premiums in connection with any
cancellation, adjustment, or termination of any policy of insurance.  Secured Creditor shall endeavor to provide
each Grantor with a copy of each such item endorsed by Secured Creditor; provided, any failure to provide any such
copy shall not impair any right or action of Secured Creditor or any Secured
Party.  Any such sums collected by
Secured Creditor shall be credited, except to the extent applied to the
purchase by Secured Creditor of similar insurance, to any amounts then owing on
the Obligations in accordance with Credit Agreement Section 8.03.


 


4.7.          Secured
Creditor Appointed Attorney-in-Fact. 
Each Grantor hereby irrevocably appoints Secured Creditor such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor
and in the name of such Grantor or otherwise, if an Event of Default exists, to
take any action and to execute any instrument which Secured Creditor may deem
necessary or advisable to enforce its rights and remedies under this Agreement,
including, without limitation (provided,
Secured Creditor shall not have any duty to take any such action or execute any
instrument):


 


(a)           to obtain and adjust insurance
required to be paid to Secured Creditor pursuant to Section 4.6;


 


14

















 


(b)           to ask, demand, collect, sue for,
recover, compromise, receive, and give acquittance and receipts for moneys due
and to become due under or in connection with the Collateral;


 


(c)           to receive, indorse, and collect any
drafts or other Instruments, Documents, and Chattel Paper, in connection
therewith; and


 


(d)           to file any claims or take any action
or institute any proceedings which Secured Creditor may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce compliance
with the terms and conditions of any Collateral or the rights of Secured
Creditor with respect to any of the Collateral.


 


EACH
GRANTOR HEREBY IRREVOCABLY GRANTS TO SECURED CREDITOR SUCH GRANTOR’S PROXY
(EXERCISABLE IF AN EVENT OF DEFAULT EXISTS) TO VOTE ANY SECURITIES INCLUDED IN
THE COLLATERAL HEREUNDER AND APPOINTS SECURED CREDITOR SUCH GRANTOR’S
ATTORNEY-IN-FACT (EXERCISABLE IF AN EVENT OF DEFAULT EXISTS) TO PERFORM ALL
OBLIGATIONS OF SUCH GRANTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECURED
CREDITOR’S RIGHTS HEREUNDER.  THE PROXY
AND EACH POWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR
POWER NOW OR HEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING),
ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE BEFORE THE RELEASE DATE.


 


ARTICLE V

RIGHTS AND POWERS OF SECURED CREDITOR


 


5.1.          Secured
Creditor May Perform.  If
any Grantor fails to perform any agreement contained herein, Secured Creditor
may itself perform, or cause performance of, such agreement, and the expenses
of Secured Creditor incurred in connection therewith shall be payable by such
Grantor under Section 5.7, (provided, if an Event of Default does
not exist, Secured Creditor shall give Borrower notice before Secured Creditor
performs any such agreement of any Grantor).


 


5.2.          Secured
Creditor’s Duties.  The powers conferred on Secured
Creditor hereunder are solely to protect Secured Creditor’s and Secured Parties’
interest in the Collateral and shall not impose any duty upon it to exercise
any such powers.  Except for the safe
custody of any Collateral in its possession and the accounting for moneys
actually received by Secured Creditor and Secured Parties hereunder, neither
Secured Creditor nor any other Secured Party shall have any duty as to any Collateral,
as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders, or other matters relative to any Collateral,
whether or not Secured Creditor or any other Secured Party has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
reasonable care in the custody and preservation of any Collateral in its
possession, in each case if such Collateral is accorded treatment substantially
equal to that which Secured Creditor accords its own property.  Except as provided in this Section 5.2
or otherwise by non-waivable provisions of applicable Law, neither Secured
Creditor nor any other Secured Party shall have any duty or liability to
protect or preserve any Collateral or to preserve rights pertaining
thereto.  Nothing contained in this
Agreement shall be construed as requiring or obligating Secured Creditor or any
other Secured Party, and neither Secured Creditor nor any other Secured Party
shall be required or obligated, to (a) present or file any claim or notice
or take any action, with respect to any Collateral or in connection therewith
or (b) notify any Grantor of any decline in the value of any Collateral.  This Section 5.2 shall survive
the termination of this Agreement, and any satisfaction and discharge of each
Grantor by virtue of any payment, court order, or Law.


 


15

















 


5.3.          Remedies. 
If an Event of Default exists (subject to Section 5.6):


 


(a)           Secured Creditor may exercise in
respect of the Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it or any other Secured Party pursuant to
any applicable Laws, all the rights and remedies of a secured party on default
under the UCC (whether or not the UCC applies to the affected Collateral), and
also may require each Grantor to, and each Grantor will at its expense and upon
request of Secured Creditor forthwith, assemble all or part of the Collateral
as directed by Secured Creditor and make it available to Secured Creditor at a
place to be designated by Secured Creditor which is reasonably convenient to
both parties for public or private sale, at any of Secured Creditor’s offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as are, to the extent required by non-waivable provisions of applicable
Law, commercially reasonable.  Each
Grantor agrees that, to the extent notice of sale shall be required by Law, ten
days’ notice to each Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification.  Secured Creditor shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given.  Secured Creditor may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.


 


(b)           All proceeds received by Secured
Creditor upon any sale of, collection of, or other realization upon, all or any
part of the Collateral shall be applied as set forth in Credit Agreement Section 8.03.


 


(c)           All payments received by each Grantor
under or in connection with any Collateral shall be received in trust for the
benefit of Secured Creditor, shall be segregated from other funds of such
Grantor, and shall be forthwith paid or delivered over to Secured Creditor in
the same form as so received (with any necessary endorsement).


 


(d)           Because of the Securities Act of
1933, as amended (“Securities Act”),
and other Laws, including without limitation state “blue sky” Laws, or
contractual restrictions or agreements, there may be legal restrictions or
limitations affecting Secured Creditor in any attempts to dispose of the
Collateral and the enforcement of rights under this Agreement.  For these reasons, Secured Creditor is
authorized by each Grantor, but not obligated, if any Event of Default exists,
to sell or otherwise dispose of any of the Collateral subject to such Laws or
agreements at private sale, subject to an investment letter, or in any other
manner which will not require such Collateral, or any part thereof, to be
registered in accordance with the Securities Act, or any other Law.  Secured Creditor is also hereby authorized by
each Grantor, but not obligated, to take such actions, give such notices,
obtain such consents, and do such other things as Secured Creditor may deem
required or appropriate under the Securities Act or other securities Laws or
other Laws or contractual restrictions or agreements in the event of a sale or
disposition of any such Collateral.  Each
Grantor understands that Secured Creditor may in its discretion approach a
restricted number of potential purchasers and that a sale under such
circumstances may yield a lower price for such Collateral than would otherwise
be obtainable if same were registered and/or sold in the open market.  No sale so made in good faith by Secured
Creditor shall be deemed to be not “commercially reasonable” because so
made.  Each Grantor agrees that if an
Event of Default exists, and Secured Creditor sells such Collateral or any
portion thereof at any private sale or sales, Secured Creditor shall have the
right to rely upon the advice and opinion of appraisers and other Persons
reasonably selected by Secured Creditor, as to the best price reasonably
obtainable upon such a private sale thereof. 
In the absence of bad faith, willful misconduct or gross negligence,
such reliance shall be presumptive evidence that Secured Creditor and the other
Secured Parties handled such matter in a commercially reasonable manner under
applicable Law.


 


(e)           For purposes of enabling Secured
Creditor to exercise rights and remedies under this Agreement, each Grantor
grants (to the extent not otherwise prohibited by a license or other agreement
or


 


16

















 


non-waivable provisions
of applicable Law with respect thereto) to Secured Creditor an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to any Grantor or any other Person; provided, that if the license granted to Secured Creditor is
a sublicense, each Grantor shall be solely responsible for, and indemnify
Secured Creditor against, any royalty or other compensation payable to such
Grantor’s licensor or other Person) to use all of such Grantor’s Software, and
including in such license reasonable access to all media in which any of the
licensed items may be recorded and all related manuals.  The use of such license by Secured Creditor
shall be exercised, at the option of Secured Creditor, if an Event of Default
exists; provided,  that any license, sub-license, or other
transaction entered into by Secured Creditor in accordance herewith shall be
binding upon such Grantor notwithstanding any subsequent cure or waiver of an
Event of Default.


 


(f)            For the purpose of enabling Secured
Creditor to exercise rights and remedies under this Agreement, each Grantor
grants (to the extent not otherwise prohibited by a license or other agreement
or non-waivable provisions of applicable Law with respect thereto) to Secured
Creditor an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to any Grantor or any other Person; provided, that if the license granted to
Secured Creditor is a sublicense, such Grantor shall be solely responsible for,
and indemnify Secured Creditor and Secured Parties against, any royalty or
other compensation payable to such Grantor’s licensor or other Person) to use,
license, or sub-license any of the Collateral consisting of Intellectual
Property and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all Software used for the use, compilation, or
printout thereof.  In connection
therewith, each Grantor shall execute and deliver a commercially reasonable
license agreement to Secured Creditor to evidence the grant of such
license.  The use of such license by
Secured Creditor shall be exercised, at the option of Secured Creditor, if an
Event of Default exists; provided,  that any license, sub-license, or other
transaction entered into by Secured Creditor in accordance herewith shall be
binding upon each Grantor notwithstanding any subsequent cure or waiver of an
Event of Default.


 


5.4.          Appointment
of Receiver or Trustee.  In
connection with the exercise of Secured Creditor’s rights under this Agreement
or any other Loan Document, Secured Creditor may, if an Event of Default
exists, obtain the appointment of a receiver or trustee to assume, upon receipt
of any necessary judicial or other Governmental Authority consents or
approvals, control of or ownership of any Collateral.  Such receiver or trustee shall have all
rights and powers provided to it by Law or by court order or provided to
Secured Creditor under this Agreement or any other Loan Document.  Upon the appointment of such trustee or
receiver, each Grantor shall cooperate, to the extent necessary or appropriate,
in the expeditious preparation, execution, and filing of an application to any
Governmental Authority or for consent to the transfer of control or assignment
of such Collateral to the receiver or trustee. 
To the extent required by applicable Law, Secured Creditor shall provide
to each Grantor notice of the request for or appointment of such receiver or
trustee.


 


5.5.          Further Approvals Required.


 


(a)           In connection with the exercise by
Secured Creditor of rights under this Agreement that affects the disposition of
or use of any Collateral (including rights relating to the disposition of or
operation under any Permit), it may be necessary to obtain the prior consent or
approval of Governmental Authorities and other Persons to a transfer or
assignment of Collateral.  Each Grantor
hereby appoints (to the extent not prohibited by applicable Law) Secured
Creditor as its attorney (exercisable if an Event of Default exists), to
execute, deliver, and file on such Grantor’s behalf and in such Grantor’s name,
all applications, certificates, filings, instruments, and other documents
(including without limitation any application for an assignment or transfer of
control or ownership) that may be necessary or appropriate, in Secured Creditor’s
reasonable opinion, to obtain such consents or approvals.  If an Event of Default exists, each Grantor
shall use commercially reasonable efforts (including the execution, delivery
and filing of any necessary applications, certificates, instruments and other
documents) to obtain the foregoing


 


17

















 


consents, waivers, and
approvals, including receipt of consents, waivers, and approvals under
applicable agreements.


 


(b)           Each Grantor acknowledges that there
is no adequate remedy at Law for failure by it to comply with the provisions of
this Section 5.5 and that such failure would not be adequately
compensable in damages, and therefore agrees that this Section 5.5
may be specifically enforced.


 


5.6.          Actions Requiring FCC Approval.


 


(a)           Notwithstanding any other provision
of this Agreement, any foreclosure on, sale, transfer or other disposition of,
collateral assignment of, or the exercise of any right to vote or consent with
respect to, any of the Collateral as provided herein or any other action taken
or proposed to be taken by Secured Creditor hereunder which would affect the
operational, voting or other control of any Grantor that holds any FCC Licenses
shall be made in accordance with the Communications Act, the terms of any
applicable FCC Licenses and any other applicable Law.


 


(b)           If an Event of Default exists,
Grantors shall take any action which Secured Creditor may reasonably request in
the exercise of its rights and remedies under this Agreement in order to
transfer and assign to Secured Creditor, any Lender, or to such one or more
third parties as Secured Creditor may designate, or to a combination of the
foregoing, any or all of the Collateral. 
To enforce the provisions of this Section, Secured Creditor is
empowered to seek from the FCC and any other Licensing Authority, to the extent
required, consent to or approval of an involuntary transfer of control of any
Grantor that holds any FCC Licenses for the purpose of seeking a bona fide
purchaser to whom control will ultimately be transferred.  Grantors hereby agree to authorize such an
involuntary transfer of control upon the request of Secured Creditor and,
without limiting any rights of Secured Creditor under this Agreement, authorize
Secured Creditor to nominate a trustee or receiver to assume control subject
only to any required judicial, FCC and other Licensing Authority consent, of
any Collateral relating to the FCC Licenses pending and in order to effectuate
the transactions contemplated by Section 5.3.  Such trustee or receiver shall have all the
rights and powers as provided to it by Law, court order or to Secured Creditor
under this Agreement.  Grantors shall
cooperate fully and cause each Subsidiary to cooperate fully in obtaining any
required consent of the FCC and the approval or consent of each other Licensing
Authority required to effectuate the foregoing. 
Grantors shall further use their commercially reasonable efforts to
assist in obtaining any consent or approval of the FCC and any other
Governmental Authority, if required, for any action or transactions
contemplated by this Agreement, including, without limitation, the preparation,
execution and filing with the FCC of the assignor’s or transferor’s portion of
any application or applications for consent to the assignment of any or all of
Grantors’ FCC Licenses or the transfer of control necessary or appropriate
under the FCC’s rules and regulations for approval of the transfer or
assignment of any of such FCC Licenses or the Collateral.


 


(c)           Grantors acknowledge that consent of
the FCC and of each other Licensing Authority for transfer of control of the
Licenses of each Grantor is integral to Secured Creditor’s realization of the
value of the Collateral, that there is no adequate remedy at Law for failure by
Grantors to comply with the provisions of this Section and that
such failure would not be adequately compensable in damages, and therefore
agrees that the agreements contained in this Section may be
specifically enforced.


 


(d)           Notwithstanding anything to the
contrary contained in this Agreement, Secured Creditor shall not, without first
obtaining any consent or approval of the FCC and any other applicable Licensing
Authority, exercise any rights with respect to the Collateral, or take any
action pursuant to this Agreement which would constitute or result in any
change of control of any Grantor that holds or controls an FCC License if any
such exercise of rights or any such change in control would require, under then
existing Law, the prior approval of the FCC or such other Licensing Authority,
or in any other manner represent a violation of the Communications Act or the
FCC Regulations.


 


18

















 


(e)           Notwithstanding anything herein to
the contrary, prior to the occurrence of an Event of Default and receipt of
consent of the FCC and any other applicable Licensing Authority to the transfer
of control of any Grantor that holds an FCC License, this Agreement and the
transactions contemplated hereby do not and will not constitute, create, or
have the effect of constituting or creating, directly or indirectly, actual or
practical ownership of Grantors by Secured Creditor or any Secured Party or
control, affirmative or negative, direct or indirect, by Secured Creditor or
any Secured Party over the management or any other aspect of the operation of
Grantors, which ownership and control remain exclusively and at all times in
Grantors.


 


5.7.          INDEMNITY AND EXPENSES.  EACH GRANTOR AGREES TO BE BOUND BY AND PERFORM THE
OBLIGATIONS OF BORROWER RELATING TO SUCH GRANTOR OR ACTIONS OR OMISSIONS BY
SUCH GRANTOR PURSUANT TO SECTION 10.04 OF THE CREDIT AGREEMENT.


 


ARTICLE VI

MISCELLANEOUS


 


6.1.          Waiver
of Subrogation.  Until the
Release Date, no Grantor shall assert, enforce, or otherwise exercise (a) any
right of subrogation to any of the rights or Liens of Secured Creditor, any
other Secured Party or any Person acting for the benefit of Secured Creditor or
any other Secured Party against any other Loan Party or any Collateral or other
security, or (b) any right of recourse, reimbursement, contribution,
indemnification, or similar right against any other Loan Party on all or any
part of the Obligations or any other Loan Party, and until the date that is 90
days after the Release Date, each Grantor hereby waives any and all of the
foregoing rights and the benefit of, and any right to participate in, and
Collateral or other security given to Secured Creditor or any other Secured
Party or any other Person acting for the benefit of Secured Creditor or any
other Secured Party, to secure payment of the Obligations.  This Section 6.1 shall survive
the termination of this Agreement, and any satisfaction and discharge of each
Grantor by virtue of any payment, court order, or Law.


 


6.2.          Cumulative
Rights.  All rights of Secured
Creditor and each other Secured Party under the Loan Documents are cumulative
of each other and of every other right which Secured Creditor and each other
Secured Party may otherwise have at Law or in equity or under any other
agreement.  The exercise of one or more
rights shall not prejudice or impair the concurrent or subsequent exercise of
other rights.


 


6.3.          Amendments;
Waivers.  No amendment or
waiver of any provision of this Agreement, and no consent to any departure by
any Grantor, shall be effective unless in writing signed by Secured Creditor
and each Grantor, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.  No election not to exercise, failure to
exercise or delay in exercising any right, nor any course of dealing or
performance, shall operate as a waiver of any right of Secured Creditor or any
Grantor under this Agreement or applicable Laws, nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right of Secured Creditor or any Grantor
under this Agreement or applicable Laws.


 


6.4.          Continuing
Security Interest; Release. 
This Agreement creates a continuing security interest in the Collateral
and shall (a) remain in full force and effect until the Release Date, (b) be
binding upon and enforceable by each Grantor, its successors and assigns, and (c) be
binding upon and enforceable by Secured Creditor and its successors,
transferees and assigns.  Upon the
occurrence of the Release Date, this Agreement and all obligations (other than
those expressly stated to survive such termination) of Secured Creditor and
each Grantor hereunder shall terminate, all without delivery of any instrument
or performance of any act by any party, and all rights to the Collateral shall
revert to the granting parties and Secured Creditor will, at each Grantor’s
expense, execute and deliver to each Grantor


 


19

















 


such documents (including
without limitation UCC termination statements) as such Grantor shall reasonably
request to evidence such termination and shall deliver to such Grantor any
Collateral held by Secured Creditor hereunder. 
If any of the Collateral or other property of a Grantor expressly
excluded from Collateral pursuant to this Agreement is Disposed of in a transaction
permitted by the Credit Agreement, Secured Creditor will, at such Grantor’s
expense, authenticate and file any amendments to filings made pursuant to the
UCC and execute and deliver to such Grantor such other documents as such
Grantor may reasonably request to evidence the release of such Collateral from
(or the inapplicability to such other property of) the Lien of this Agreement
and shall deliver to such Grantor any such Collateral held by Secured Creditor
hereunder.  Each Grantor agrees that to the
extent that Secured Creditor or any other Secured Party receives any payment or
benefit and such payment or benefit, or any part thereof, is subsequently
invalidated, declared to be fraudulent or preferential, set aside or is
required to be repaid to a trustee, receiver, or any other Person under any
Debtor Relief Law, common law or equitable cause, then to the extent of such
payment or benefit, the Obligations or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if such payment or
benefit had not been made and, further, any such repayment by Secured Creditor
or any other Secured Party, to the extent that Secured Creditor or any other
Secured Party did not directly receive a corresponding cash payment, shall be
added to and be additional Obligations payable upon demand by Secured Creditor
or any other Secured Party and secured hereby, and, if the Lien and security
interest, any power of attorney, proxy or license hereof shall have been
released, such Lien and security interest, power of attorney, proxy and license
shall be reinstated with the same effect and priority as on the date of
execution hereof all as if no release of such Lien or security interest, power
of attorney, proxy or license had ever occurred.  This Section 6.4 shall survive
the termination of this Agreement, and any satisfaction and discharge of each
Grantor by virtue of any payment, court order, or Law.


 


6.5.          GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO
JURISDICTION AND SERVICE OF PROCESS.


 


(a)           THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO
THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER OR
THE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF
A JURISDICTION OTHER THAN NEW YORK; PROVIDED,
THAT EACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)           BY EXECUTION AND DELIVERY (OR, IN THE
CASE OF SECURED PARTIES, ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) OF THIS
AGREEMENT, EACH GRANTOR, SECURED CREDITOR AND EACH OTHER SECURED PARTY
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT; EACH GRANTOR,
SECURED CREDITOR AND EACH OTHER SECURED PARTY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON  CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO; AND EACH GRANTOR, SECURED
CREDITOR AND EACH OTHER SECURED PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY THE LAW OF SUCH STATE.


 


20
















 


6.6.          Waiver
of Right to Trial by Jury.   EACH PARTY TO THIS AGREEMENT (AND EACH SECURED
PARTY, BY ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HERETO (AND EACH SECURED PARTY BY ACCEPTANCE OF THE
BENEFITS HEREOF) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT AND ANY SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO AND EACH SECURED PARTY TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


 


6.7.          Secured
Creditor’s Right to Use Agents.  Secured Creditor may exercise its
rights under this Agreement through an agent or other designee.


 


6.8.          No
Interference, Compensation or Expense.  Secured Creditor may exercise its rights
under this Agreement (a) without resistance or interference by any Grantor
and (b) without payment of any rent, license fee, or compensation of any
kind to any Grantor.


 


6.9.          Waivers
of Rights Inhibiting Enforcement. 
Each  Grantor waives (a) any
claim that, as to any part of the Collateral, a private sale, should Secured
Creditor elect so to proceed, is, in and of itself, not a commercially
reasonable method of sale for such Collateral, (b) except as otherwise
provided in this Agreement, TO THE FULLEST
EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN
CONNECTION WITH  SECURED CREDITOR’S
DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND
HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT SUCH
GRANTOR WOULD OTHERWISE HAVE UNDER ANY LAW AND ALL OTHER REQUIREMENTS AS TO THE
TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE
ENFORCEMENT OF SECURED CREDITOR’S RIGHTS HEREUNDER and (c) all
rights of redemption, appraisement or valuation.


 


6.10.        Obligations
Not Affected.  To the fullest
extent not prohibited by applicable Laws, the obligations of each Grantor under
this Agreement shall remain in full force and effect without regard to, and
shall not be impaired or affected by:


 


(a)           any amendment, addition, or
supplement to, or restatement of any Loan Document, Secured Hedge Agreement or
any instrument delivered in connection therewith or any assignment or transfer
thereof;


 


(b)           any exercise, non-exercise, or waiver
by Secured Creditor or any other Secured Party of any right, remedy, power, or
privilege under or in respect of, or any release of any guaranty, any
collateral, or the Collateral or any part thereof provided pursuant to, this
Agreement, any Loan Document or any Secured Hedge Agreement;


 


(c)           any waiver, consent, extension,
indulgence, or other action or inaction in respect of this Agreement, any other
Loan Document or any Secured Hedge Agreement or any assignment or transfer of
any thereof;


 


21

















 


(d)           any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation, or the
like of any Loan Party or any other Person, whether or not any Grantor shall
have notice or knowledge of any of the foregoing; or


 


(e)           any other event (other than payment
in full) which may give a Grantor or any other Loan Party a defense to, or a
discharge of, any of its obligations under any Loan Document or any Secured
Hedge Agreement.


 


6.11.        Notices
and Deliveries.  All notices
and other communications provided for herein shall be effectuated (a) in
the case of notice to Secured Creditor, in the manner provided for in the
Credit Agreement, and (b) in the case of notices to a Grantor, in the
manner provided for in the Credit Agreement. 
Each Grantor appoints Borrower such Grantor’s agent, and Borrower shall
act as agent for each other Grantor, for receipt of notices and other
communications pursuant to the Loan Documents.


 


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


 


6.13.        Successors
and Assigns.  The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns (including, as to each
Grantor, all Persons who may become bound as a debtor or a new debtor to this
Agreement); provided, no Grantor
may assign any of its rights or obligations under this Agreement.


 


6.14.        Counterparts.  This Agreement may be executed in any number
of 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.


 


6.15.        Additional
Grantors.  Any Person who was
not a “Grantor” under this Agreement at the time of initial execution hereof
shall become a “Grantor” hereunder if required pursuant to the terms of the
Loan Documents by executing and delivering to Secured Creditor a Joinder.  Such Person shall also deliver such items to
Secured Creditor in connection with the execution of such Joinder as required
by the terms of the Loan Documents and this Agreement.  Any such Person shall thereafter be deemed a
“Grantor” for all purposes under this Agreement.


 


6.16.        Time.  Each Grantor agrees that time is of the
essence of this Agreement.


 


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


 


THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


 


22

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their respective duly authorized officers as of the date first above written.


 


	
   

  	
  GRANTORS:

  
	
   

  	
   

  
	
   

  	
  ENTERCOM RADIO, LLC 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  DELAWARE
  EQUIPMENT HOLDINGS, LLC

  
	
   

  	
  ENTERCOM
  AUSTIN LICENSE, LLC

  
	
   

  	
  ENTERCOM AUSTIN, LLC

  
	
   

  	
  ENTERCOM BOSTON 1 TRUST

  
	
   

  	
  ENTERCOM BOSTON LICENSE, LLC

  
	
   

  	
  ENTERCOM BOSTON, LLC

  
	
   

  	
  ENTERCOM BUFFALO LICENSE, LLC

  
	
   

  	
  ENTERCOM BUFFALO, LLC

  
	
   

  	
  ENTERCOM CAPITAL, INC.

  
	
   

  	
  ENTERCOM DENVER LICENSE, LLC

  
	
   

  	
  ENTERCOM DENVER, LLC

  
	
   

  	
  ENTERCOM GAINESVILLE LICENSE, LLC

  
	
   

  	
  ENTERCOM GAINESVILLE, LLC

  
	
   

  	
  ENTERCOM GREENSBORO LICENSE, LLC

  
	
   

  	
  ENTERCOM GREENSBORO, LLC

  
	
   

  	
  ENTERCOM GREENVILLE LICENSE, LLC

  
	
   

  	
  ENTERCOM GREENVILLE, LLC

  
	
   

  	
  ENTERCOM INDIANAPOLIS LICENSE, LLC

  
	
   

  	
  ENTERCOM INDIANAPOLIS, LLC

  
	
   

  	
  ENTERCOM KANSAS CITY LICENSE, LLC

  
	
   

  	
  ENTERCOM KANSAS CITY, LLC

  
	
   

  	
  ENTERCOM MADISON LICENSE, LLC

  
	
   

  	
  ENTERCOM MADISON, LLC

  
	
   

  	
  ENTERCOM MEMPHIS LICENSE, LLC

  
	
   

  	
  ENTERCOM MEMPHIS, LLC

  
	
   

  	
  ENTERCOM MILWAUKEE LICENSE, LLC

  
	
   

  	
  ENTERCOM MILWAUKEE, LLC

  
	
   

  	
  ENTERCOM
  NEW ORLEANS LICENSE, LLC

  
	
   

  	
  ENTERCOM
  NEW ORLEANS, LLC

  
	
   

  	
  ENTERCOM
  NEW YORK, INC.

  
	
   

  	
  ENTERCOM
  NORFOLK LICENSE, LLC

  
	
   

  	
  ENTERCOM
  NORFOLK, LLC

  



 


Security Agreement — Signature Page


 

















 


	
   

  	
  ENTERCOM
  PORTLAND LICENSE, LLC

  
	
   

  	
  ENTERCOM
  PORTLAND, LLC

  
	
   

  	
  ENTERCOM
  PROPERTIES, LLC

  
	
   

  	
  ENTERCOM
  PROVIDENCE LICENSE, LLC

  
	
   

  	
  ENTERCOM
  PROVIDENCE, LLC

  
	
   

  	
  ENTERCOM
  ROCHESTER LICENSE, LLC

  
	
   

  	
  ENTERCOM ROCHESTER, LLC

  
	
   

  	
  ENTERCOM SACRAMENTO LICENSE, LLC

  
	
   

  	
  ENTERCOM SACRAMENTO, LLC

  
	
   

  	
  ENTERCOM SAN FRANCISCO LICENSE, LLC

  
	
   

  	
  ENTERCOM
  SAN FRANCISCO, LLC

  
	
   

  	
  ENTERCOM
  SEATTLE LICENSE, LLC

  
	
   

  	
  ENTERCOM
  SEATTLE, LLC

  
	
   

  	
  ENTERCOM
  SPRINGFIELD LICENSE, LLC

  
	
   

  	
  ENTERCOM
  SPRINGFIELD, LLC

  
	
   

  	
  ENTERCOM
  WICHITA LICENSE, LLC

  
	
   

  	
  ENTERCOM
  WICHITA, LLC

  
	
   

  	
  ENTERCOM
  WILKES-BARRE SCRANTON, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERCOM
  INCORPORATED 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  



 


Security Agreement — Signature Page


 

















 


	
   

  	
  SECURED
  CREDITOR:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as
  Secured Creditor

  
	
   

  	
  and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  



 


Security Agreement — Signature Page


 
















 


SCHEDULE 1


 


ORGANIZATION AND NAMES


 


	
  Name

  	
   

  	
  Entity Type

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Federal Tax ID

  Number

  	
   

  	
  Organizational ID

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Communications Corp.

  	
   

  	
  Corporation

  	
   

  	
  Pennsylvania

  	
   

  	
  23-1701044

  	
   

  	
  111474

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Radio, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017800

  	
   

  	
  3099785

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Equipment Holdings, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3027897

  	
   

  	
  3133348

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Austin License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-5421646

  	
   

  	
  4208837

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Austin, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-5421536

  	
   

  	
  4208834

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Boston License,
  L.L.C.

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2975661

  	
   

  	
  2935577

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Boston, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2975771

  	
   

  	
  2942101

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Boston 1 Trust

  	
   

  	
  Massachusetts Business Trust

  	
   

  	
  Massachusetts

  	
   

  	
  52-2121927

  	
   

  	
  T00632042

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Buffalo License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  16-1573524

  	
   

  	
  3089519

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Buffalo, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  16-1574853

  	
   

  	
  3094744

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Capital, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  01-0589645

  	
   

  	
  3489174

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Denver License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  80-0017728

  	
   

  	
  3473579

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Denver, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  80-0617731

  	
   

  	
  3473578

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Gainesville License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3008199

  	
   

  	
  3060380

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Gainesville, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2988465

  	
   

  	
  2995293

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Greensboro License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014529

  	
   

  	
  3089522

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Greensboro, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017788

  	
   

  	
  3094736

  



 


Schedule 1 – Solo Page


 

















 


	
  Name

  	
   

  	
  Entity Type

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Federal Tax ID

  Number

  	
   

  	
  Organizational ID

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Greenville License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014530

  	
   

  	
  3089518

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Greenville, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017789

  	
   

  	
  3094737

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Incorporated

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  51-0394052

  	
   

  	
  3120022

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Indianapolis License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-1041632

  	
   

  	
  3792226

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Indianapolis, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-1041594

  	
   

  	
  3792225

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Kansas City License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3027894

  	
   

  	
  3139832

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Kansas City, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2988463

  	
   

  	
  2995291

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Madison License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3051018

  	
   

  	
  3228219

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Madison, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3051015

  	
   

  	
  3228218

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Memphis License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014531

  	
   

  	
  3089521

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Memphis, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017792

  	
   

  	
  3094740

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Milwaukee License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014532

  	
   

  	
  3089516

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Milwaukee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017793

  	
   

  	
  3094739

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom New Orleans License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014533

  	
   

  	
  3089517

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom New Orleans, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017794

  	
   

  	
  3094738

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom New York, Inc.

  	
   

  	
  Corporation

  	
   

  	
  New York

  	
   

  	
  16-1545221

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Norfolk License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014534

  	
   

  	
  3089515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Norfolk, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3017796

  	
   

  	
  3094742

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Portland License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2969295

  	
   

  	
  3218087

  



 

















 


	
  Name

  	
   

  	
  Entity Type

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Federal Tax ID

  Number

  	
   

  	
  Organizational ID

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Portland, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2955467

  	
   

  	
  3218092

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Properties, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  27-0761268

  	
   

  	
  4721801

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Providence License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-0841789

  	
   

  	
  3774244

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Providence, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-0841746

  	
   

  	
  3774247

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Rochester License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  16-1578604

  	
   

  	
  3139830

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Rochester, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  16-1578603

  	
   

  	
  3139824

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Sacramento License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3027892

  	
   

  	
  3139833

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Sacramento, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2988461

  	
   

  	
  2995283

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom San Francisco License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-8251669

  	
   

  	
  4286601

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom San Francisco, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-8251562

  	
   

  	
  4286598

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Seattle License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3007870

  	
   

  	
  3060372

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Seattle, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-2988459

  	
   

  	
  2995281

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Springfield License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-4276119

  	
   

  	
  4107739

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Springfield, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  20-4276038

  	
   

  	
  4107708

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Wichita License, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3027896

  	
   

  	
  3132700

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Wichita, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3027895

  	
   

  	
  3132699

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entercom Wilkes-Barre Scranton, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  23-3014535

  	
   

  	
  3089520

  



 
















 


EXHIBIT A




Security Agreement Joinder


 


Exhibit A – Cover Page


 

















 


SECURITY AGREEMENT JOINDER
NO.


 


This SECURITY AGREEMENT JOINDER NO.
                
(this “Joinder”) dated as of
                              ,
to the Security Agreement dated as of March       ,
2010 (such agreement, together will all amendments and restatements and
Joinders, the “Security Agreement”), among the
initial signatories thereto and each other Person who from time to time
thereafter became a party thereto pursuant to Section 6.15 thereof
(each, individually, a “Grantor” and
collectively, the “Grantors”), in
favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Secured Creditor”), for its benefit and the benefit of each
Secured Party.


 


BACKGROUND.


 


Capitalized terms not otherwise defined herein have
the meaning specified in the Security Agreement.  The Security Agreement provides that
additional parties may become Grantors under the Security Agreement by
execution and delivery of this form of Joinder. 
Pursuant to the provisions of Section 6.15 of the Security
Agreement, the undersigned is becoming a Grantor under the Security
Agreement.  The undersigned desires to
become a Grantor under the Security Agreement in order to induce Secured
Parties to continue to make and maintain financial accommodations under the
Loan Documents and Secured Hedge Agreements.


 


AGREEMENT.


 


NOW, THEREFORE, in consideration of the premises set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce Secured
Parties to continue to make and maintain financial accommodations under the
Loan Documents and Secured Hedge Agreements, the undersigned hereby agrees with
Secured Creditor, for its benefit and the benefit of Secured Parties, as
follows:


 


1.             Joinder.  In
accordance with the Security Agreement, the undersigned hereby becomes a
Grantor under the Security Agreement with the same force and effect as if it
were an original signatory thereto as a Grantor and the undersigned hereby (a) agrees
to all the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. 
Each reference to a “Grantor” in the Security Agreement shall be deemed
to include the undersigned.


 


2.             Assignment and Grant of Security Interest. As security for
the payment and performance, as the case may be, in full of the Obligations,
the undersigned hereby grants to Secured Creditor, for it and the benefit of
Secured Parties, a security interest in the entire right, title, and interest
of the undersigned in and to all Collateral, whether now or hereafter existing,
owned, arising or acquired.


 


3.             Representations and Warranties.  On and as of the date hereof, the undersigned
makes each representation and warranty set forth in Article III of
the Security Agreement to the same extent as each other Grantor.


 


4.             Notices.   All
communications and notices hereunder shall be in writing and given as provided
in Section 6.11 of the Security Agreement.


 


5.             Governing Law.  THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO THE EXTENT THE
VALIDITY OR PERFECTION OF THE SECURITY INTERESTS 


 


1

















 


HEREUNDER OR THE REMEDIES
HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF A
JURISDICTION OTHER THAN NEW YORK; PROVIDED, THAT
EACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


6.             Full Force of Security Agreement.  Except as expressly supplemented hereby, the
Security Agreement remains in full force and effect in accordance with its
terms.


 


7.             Schedule.  Schedule 1
to the Security Agreement shall be supplemented by the addition of Schedule 1
attached hereto as to the undersigned.


 


8.             Severability.  If any
provision of this Joinder is held to be illegal, invalid, or unenforceable
under present or future Laws during the term thereof, such provision shall be
fully severable, this Joinder shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part hereof,
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance herefrom.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision
there shall be added automatically as a part of this Joinder a legal, valid,
and enforceable provision as similar in terms to the illegal, invalid, or
unenforceable provision as may be possible.


 


9.             Counterparts.  This
Joinder may be executed in any number of 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.


 


10.           ENTIRE AGREEMENT.  THIS JOINDER AND EACH RELATED AGREEMENT
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK.


 


2

















 


IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
  Print Title:

  	
   

  



 


Joinder
Agreement (Security Agreement) – Signature Page


 

















 


	
  ACCEPTED
  BY:

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A., as Secured Creditor

  and Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  
	
  Print
  Title:

  	
   

  	
   

  



 


Joinder
Agreement (Security Agreement) – Signature Page


 

















 


SCHEDULE
1


 


ORGANIZATION AND NAMES


 


	
  Name

  	
   

  	
  Entity

  Type

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Federal Tax ID

  Number

  	
   

  	
  Organizational ID

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


Schedule 7.03(a)


 


Entercom Properties, LLC (“EPLLC”) has
$12,610,000 in debt arising from the sale of certain tower assets, which sale
did not qualify as a “sale” for accounting purposes because EPLLC’s ability to
share in future profits relating to such tower assets is considered a
continuing involvement under accounting guidance.  As a result, EPLLC is required to deem such
sale proceeds as “debt” and classify the transaction as “financing” until the
expiration or other termination of the continuing involvement.