EX-10.1 CREDIT AGREEMENT



 





EXHIBIT 10.1




EXECUTION COPY



 


CREDIT AGREEMENT




Dated as of May 5, 2006




among




CMP SUSQUEHANNA CORP.,

as Borrower,




CMP SUSQUEHANNA RADIO HOLDINGS CORP.,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent, Swing Line Lender and an L/C Issuer,




THE OTHER LENDERS PARTY HERETO,




UBS SECURITIES LLC,

as Syndication Agent,




and




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED




and




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Co-Documentation Agents




 


DEUTSCHE BANK SECURITIES INC. and

UBS SECURITIES LLC,

as Co-Lead Arrangers,




and






DEUTSCHE BANK SECURITIES INC.,

UBS SECURITIES LLC,

MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Bookrunners




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions and Accounting Terms
	 	 	 2	 
	 
	 	 	 	 
	Section 1.01. Defined Terms
	 	 	2	 
	Section 1.02. Other Interpretive Provisions
	 	 	46	 
	Section 1.03. Accounting Terms
	 	 	46	 
	Section 1.04. Rounding
	 	 	47	 
	Section 1.05. References to Agreements, Laws, Etc.
	 	 	47	 
	Section 1.06. Times of Day
	 	 	47	 
	Section 1.07. Timing of Payment of Performance
	 	 	47	 
	Section 1.08. Currency Equivalents Generally
	 	 	47	 
	Section 1.09. Change of Currency
	 	 	48	 
	 
	 	 	 	 
	ARTICLE II The Commitments and Credit Extensions
	 	 	48	 
	 
	 	 	 	 
	Section 2.01. The Loans
	 	 	48	 
	Section 2.02. Borrowings, Conversions and Continuations of Loans
	 	 	48	 
	Section 2.03. Letters of Credit
	 	 	50	 
	Section 2.04. Swing Line Loans
	 	 	58	 
	Section 2.05. Prepayments
	 	 	61	 
	Section 2.06. Termination or Reduction of Commitments
	 	 	64	 
	Section 2.07. Repayment of Loans
	 	 	65	 
	Section 2.08. Interest
	 	 	65	 
	Section 2.09. Fees
	 	 	65	 
	Section 2.10. Computation of Interest and Fees
	 	 	66	 
	Section 2.11. Evidence of Indebtedness
	 	 	66	 
	Section 2.12. Payments Generally
	 	 	67	 
	Section 2.13. Sharing of Payments
	 	 	69	 
	Section 2.14. [Reserved]
	 	 	70	 
	Section 2.15. Incremental Credit Extensions
	 	 	70	 
	 
	 	 	 	 
	ARTICLE III Taxes, Increased Costs Protection and Illegality
	 	 	72	 
	 
	 	 	 	 
	Section 3.01. Taxes
	 	 	72	 
	Section 3.02. Illegality
	 	 	74	 
	Section 3.03. Inability to Determine Rates
	 	 	74	 
	Section 3.04. Increased Cost and Reduced Return; Capital
Adequacy; Reserves on Eurocurrency Rate Loans
	 	 	75	 
	Section 3.05. Funding Losses
	 	 	76	 
	Section 3.06. Matters Applicable to All Requests for Compensation
	 	 	76	 
	Section 3.07. Replacement of Lenders under Certain Circumstances
	 	 	77	 
	Section 3.08. Survival
	 	 	79	 
	 
	 	 	 	 
	ARTICLE IV Conditions Precedent to Credit Extensions
	 	 	79	 
	 
	 	 	 	 
	Section 4.01. Conditions of Initial Credit Extension
	 	 	79	 
	Section 4.02. Conditions to All Credit Extensions
	 	 	81	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE V Representations and Warranties
	 	 	82	 
	 
	 	 	 	 
	Section 5.01. Existence, Qualification and Power; Compliance with Laws
	 	 	82	 
	Section 5.02. Authorization; No Contravention
	 	 	82	 
	Section 5.03. Governmental Authorization; Other Consents
	 	 	83	 
	Section 5.04. Binding Effect
	 	 	83	 
	Section 5.05. Financial Statements; No Material Adverse Effect
	 	 	83	 
	Section 5.06. Litigation
	 	 	84	 
	Section 5.07. No Default
	 	 	85	 
	Section 5.08. Ownership of Property; Liens
	 	 	85	 
	Section 5.09. Environmental Compliance
	 	 	85	 
	Section 5.10. Taxes
	 	 	86	 
	Section 5.11. ERISA Compliance
	 	 	86	 
	Section 5.12. Subsidiaries; Equity Interests
	 	 	86	 
	Section 5.13. Margin Regulations; Investment Company Act; Public
Utility Holding Company Act
	 	 	87	 
	Section 5.14. Disclosure
	 	 	87	 
	Section 5.15. Intellectual Property; Licenses, Etc.
	 	 	87	 
	Section 5.16. Solvency
	 	 	87	 
	Section 5.17. Special Representations Relating to FCC Licenses, Etc.
	 	 	88	 
	Section 5.18. Subordination of Junior Financing
	 	 	89	 
	Section 5.19. Labor Matters
	 	 	89	 
	 
	 	 	 	 
	ARTICLE VI Affirmative Covenants
	 	 	 89	 
	 
	 	 	 	 
	Section 6.01. Financial Statements
	 	 	89	 
	Section 6.02. Certificates; Other Information
	 	 	91	 
	Section 6.03. Notices
	 	 	92	 
	Section 6.04. Payment of Obligations
	 	 	93	 
	Section 6.05. Preservation of Existence, Etc
	 	 	93	 
	Section 6.06. Maintenance of Properties
	 	 	93	 
	Section 6.07. Maintenance of Insurance
	 	 	93	 
	Section 6.08. Compliance with Laws
	 	 	93	 
	Section 6.09. Books and Records
	 	 	94	 
	Section 6.10. Inspection Rights
	 	 	94	 
	Section 6.11. Covenant to Guarantee Obligations and Give Security
	 	 	94	 
	Section 6.12. Compliance with Environmental Laws
	 	 	96	 
	Section 6.13. Further Assurances and Post-Closing Conditions
	 	 	96	 
	Section 6.14. Designation of Subsidiaries
	 	 	98	 
	Section 6.15. Interest Rate Protection
	 	 	98	 
	Section 6.16. Corporate Separateness
	 	 	98	 
	Section 6.17. Broadcast License Subsidiaries
	 	 	99	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII Negative Covenants
	 	 	 99	 
	 
	 	 	 	 
	Section 7.01. Liens
	 	 	99	 
	Section 7.02. Investments
	 	 	102	 
	Section 7.03. Indebtedness
	 	 	106	 
	Section 7.04. Fundamental Changes
	 	 	111	 
	Section 7.05. Dispositions
	 	 	112	 
	Section 7.06. Restricted Payments
	 	 	115	 
	Section 7.07. Change in Nature of Business
	 	 	118	 
	Section 7.08. Transactions with Affiliates
	 	 	118	 
	Section 7.09. Burdensome Agreements
	 	 	118	 
	Section 7.10. Use of Proceeds
	 	 	119	 
	Section 7.11. Financial Covenants
	 	 	119	 
	Section 7.12. Accounting Changes
	 	 	120	 
	Section 7.13. Prepayments, Etc. of Indebtedness
	 	 	120	 
	Section 7.14. Equity Interests of the Borrower and Restricted Subsidiaries
	 	 	121	 
	Section 7.15. Holding Company
	 	 	121	 
	Section 7.16. Capital Expenditures
	 	 	121	 
	Section 7.17. KC Divestiture Trust
	 	 	122	 
	 
	 	 	 	 
	ARTICLE VIII Events Of Default and Remedies
	 	 	122	 
	 
	 	 	 	 
	Section 8.01. Events of Default
	 	 	122	 
	Section 8.02. Remedies Upon Event of Default
	 	 	125	 
	Section 8.03. Exclusion of Immaterial Subsidiaries
	 	 	125	 
	Section 8.04. Application of Funds
	 	 	126	 
	Section 8.05. Borrower’s Right to Cure
	 	 	127	 
	 
	 	 	 	 
	ARTICLE IX Administrative Agent and Other Agents
	 	 	127	 
	 
	 	 	 	 
	Section 9.01. Appointment and Authorization of Agents
	 	 	127	 
	Section 9.02. Delegation of Duties
	 	 	128	 
	Section 9.03. Liability of Agents
	 	 	128	 
	Section 9.04. Reliance by Agents
	 	 	129	 
	Section 9.05. Notice of Default
	 	 	129	 
	Section 9.06. Credit Decision; Disclosure of Information by Agents
	 	 	129	 
	Section 9.07. Indemnification of Agents
	 	 	130	 
	Section 9.08. Agents in their Individual Capacities
	 	 	131	 
	Section 9.09. Successor Agents
	 	 	131	 
	Section 9.10. Administrative Agent May File Proofs of Claim
	 	 	132	 
	Section 9.11. Collateral and Guaranty Matters
	 	 	132	 
	Section 9.12. Other Agents; Arrangers and Managers
	 	 	133	 
	Section 9.13. Appointment of Supplemental Administrative Agents
	 	 	133	 






(iii)









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE X Miscellaneous
	 	 	134	 
	 
	 	 	 	 
	Section 10.01. Amendments, Etc.
	 	 	134	 
	Section 10.02. Notices and Other Communications; Facsimile Copies
	 	 	136	 
	Section 10.03. No Waiver; Cumulative Remedies
	 	 	137	 
	Section 10.04. Attorney Costs, Expenses and Taxes
	 	 	138	 
	Section 10.05. Indemnification by the Borrower
	 	 	138	 
	Section 10.06. Payments Set Aside
	 	 	139	 
	Section 10.07. Successors and Assigns
	 	 	139	 
	Section 10.08. Confidentiality
	 	 	143	 
	Section 10.09. Setoff
	 	 	144	 
	Section 10.10. Interest Rate Limitation
	 	 	145	 
	Section 10.11. Counterparts
	 	 	145	 
	Section 10.12. Integration
	 	 	145	 
	Section 10.13. Survival of Representations and Warranties
	 	 	146	 
	Section 10.14. Severability
	 	 	146	 
	Section 10.15. Tax Forms
	 	 	146	 
	Section 10.16. GOVERNING LAW
	 	 	148	 
	Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	148	 
	Section 10.18. Binding Effect
	 	 	149	 
	Section 10.19. Lender Action
	 	 	149	 
	Section 10.20. USA PATRIOT Act
	 	 	149	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	1.01B Certain Security Interests and Guarantees
	 	 	 	 
	1.01C Unrestricted Subsidiaries
	 	 	 	 
	1.01E Existing Letters of Credit
	 	 	 	 
	1.01F Mortgaged Properties
	 	 	 	 
	1.01G Excluded Subsidiary
	 	 	 	 
	1.01H Foreign Subsidiary
	 	 	 	 
	2.01 Commitments
	 	 	 	 
	5.10 Taxes
	 	 	 	 
	5.12 Subsidiaries and Other Equity Investments
	 	 	 	 
	5.17 FCC Licenses
	 	 	 	 
	7.01(b) Existing Liens
	 	 	 	 
	7.02(f) Existing Investments
	 	 	 	 
	7.03(b) Existing Indebtedness
	 	 	 	 
	7.05(l) Dispositions
	 	 	 	 
	7.08 Transactions with Affiliates
	 	 	 	 
	7.09 Existing Restrictions
	 	 	 	 
	10.02 Administrative Agent’s Office, Certain Addresses for Notices
	 	 	 	 






(iv)









 






TABLE OF CONTENTS

continued




EXHIBITS




	 	 	 
	Form of	 	 
	A

	 	Committed Loan Notice
	B

	 	Swing Line Loan Notice
	C-1

	 	Term Note
	C-2

	 	Revolving Credit Note
	C-3

	 	Swing Line Note
	D

	 	Compliance Certificate
	E

	 	Assignment and Assumption
	F

	 	Guaranty
	G

	 	Security Agreement
	H

	 	[Reserved]
	I

	 	Opinion Matters — Counsel to Loan Parties
	J

	 	Intellectual Property Security Agreement
	K

	 	Intercompany Note






(v)









 





CREDIT AGREEMENT




          This CREDIT AGREEMENT (“Agreement”) is entered into as of May 5, 2006, among CMP
SUSQUEHANNA CORP., a Delaware corporation (the “Borrower”), CMP SUSQUEHANNA RADIO HOLDINGS
CORP., a Delaware corporation (“Holdings”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party
hereto (collectively, the “Lenders” and individually, a “Lender”), UBS SECURITIES
LLC, as Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS
CREDIT PARTNERS L.P., as Co-Documentation Agents.



PRELIMINARY STATEMENTS




          Pursuant to the Merger Agreement (as this and other capitalized terms used in these
preliminary statements are defined in Section 1.01 below), CMP Merger Co., a direct wholly-owned
Subsidiary of the Borrower organized under the laws of Delaware (“Merger Sub”) shall be
merged with Target, with Target as the surviving corporation (the “Merger”).



          The Borrower has requested that simultaneously with the consummation of the Merger, the
Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount
of $700,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of
$100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or
more Letters of Credit from time to time.



          The proceeds of the Term Loans, and no more than $5,000,000 of proceeds of the Revolving
Credit Loans, made on the Closing Date, together with the proceeds of (i) the issuance of the
Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt
Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of
Revolving Credit Loans of not more than $20,000,000 made on the Closing Date will be used to fund
working capital adjustments, if any, required under the Merger Agreement.



          The proceeds of Revolving Credit Loans made after the Closing Date will be used for working
capital and other general corporate purposes of the Borrower and its Subsidiaries, including the
financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for
general corporate purposes of the Borrower and its Subsidiaries.



          The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have
indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to
the 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




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



          “Acquired EBITDA” means, with respect to any Acquired Entity or Business or any
Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA
of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references
to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in
the component financial definitions used therein) were references to such Acquired Entity or
Business or Converted Restricted Subsidiary and its Subsidiaries), all as determined on a
consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.



          “Acquired Entity or Business” has the meaning set forth in the definition of the term
“Consolidated EBITDA”.



          “Act” has the meaning set forth in Section 10.21.



          “Additional Lender” has the meaning set forth in Section 2.15(a).



          “Administrative Agent” means DBTCA, in its capacity as administrative agent under any
of the Loan Documents, or any successor administrative agent. Unless the context otherwise
requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall
include the Collateral Agent.



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



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



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



          “Agent-Related Persons” means the Agents, together with their respective Affiliates,
and the officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.



-2-









 





          “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the
Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).



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



          “Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of
each Revolving Credit Commitment then in effect, (b) the unused portion of each Term Commitment
then in effect and (c) the Total Outstandings at such time.



          “Agreement” means this Credit Agreement.



          “Applicable Rate” means a percentage per annum equal to:



          (a) with respect to Term Loans, (A) for Eurocurrency Rate Loans, 2.00%, (B) for Base Rate
Loans, 1.00%,



          (b) with respect to unused Revolving Credit Commitments and the commitment fee therefor,
0.50%,



          (c) with respect to Revolving Credit Loans and Letter of Credit fees, (i) until delivery of
financial statements for the first full fiscal quarter ending at least six months after the Closing
Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.25%, (B) for Base Rate Loans,
1.25% and (C) for Letter of Credit fees, 2.25% and (ii) thereafter, the following percentages per
annum applicable to Revolving Credit Loans or Letter of Credit fees, as the case may be, based upon
the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b):



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Eurocurrency Rate	 	 
	 	 	 	 	for Revolving	 	 
	 	 	 	 	Credit Loans and	 	Base Rate for
	Pricing	 	 	 	Letter of Credit	 	Revolving Credit
	Level	 	Total Leverage Ratio	 	Fees	 	Loans
	1	 	Less than 6.5:1.0

	 	 	1.75	%	 	 	0.75	%
	2	 	Greater than or equal
to 6.5:1.0 but less
than 7.5:1.0
	 	 	2.00	%	 	 	1.00	%
	3	 	Greater than
or equal to 7.5:1.0
	 	 	2.25	%	 	 	1.25	%





Any increase or decrease in the Applicable Rate resulting from a change in the Total 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(b); provided that at the option of the
Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the
first Business Day after the date on which a Compliance Certificate was required to have been
delivered but was not delivered, and shall continue to so apply to and including the date on which
such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise


-3-









 






determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event
of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so
apply to but excluding the date on which such Event of Default is cured or waived (and thereafter
the Pricing Level otherwise determined in accordance with this definition shall apply).




          “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the
Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii)
with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit
Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any
Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.



          “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash
Equivalents”.



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



          “Arrangers” means DBSI, UBSS, Merrill Lynch and GSCP, each in its capacity as a Joint
Bookrunner and, in the case of DBSI and UBSS, a Co-Lead Arranger under this Agreement.



          “Assignees” has the meaning specified in Section 10.07(b).



          “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit E.



          “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of
any law firm or other external legal counsel.



          “Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP.



          “Audited Financial Statements” means the audited consolidated balance sheets of Target
and its Subsidiaries as of each of December 31, 2005, 2004 and 2003, and the related audited
consolidated statements of income, stockholders’ equity and cash flows for Target and its
Subsidiaries for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.



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



          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
as publicly announced from time to time by DBTCA as its “prime rate.” The “prime rate” is a rate
set by DBTCA based upon various factors including DBTCA’s costs and desired return, general



-4-









 







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
DBTCA shall take effect at the opening of business on the day specified in the public announcement
of such change.



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



          “Borrower” has the meaning provided in the introductory paragraph of this Agreement.



          “Borrower Guaranty” means the Borrower Guaranty made by the Borrower in favor of the
Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.



          “Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term
Borrowing, as the context may require.



          “Broadcast License Subsidiary” means a Restricted Subsidiary of the Borrower that (x)
owns no material assets other than FCC Licenses and related rights and (y) has no liabilities other
than (i) liabilities arising under the Subsidiary Guaranty and the Security Agreement and (ii)
trade payables incurred in the ordinary course of business and tax liabilities incidental to
ownership of such rights; provided that so long as the only FCC Licenses owned by
Susquehanna Radio Corp. are the two FCC Licenses owned by it on the Closing Date, Susquehanna Radio
Corp. shall not be required to comply with the requirements of preceding clauses (x) and (y).



          “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 interest rate
settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in
respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to
this Agreement in respect of any such Eurocurrency Rate Loan, means any such day
on which dealings in deposits in Dollars are conducted by and between banks in the London
interbank eurodollar market.



          “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures
(whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries
during such period that, in conformity with GAAP, are or are required to be included as additions
during such period to property, plant or equipment reflected in the consolidated balance sheet of
the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized
Leases incurred by the Borrower and the Restricted Subsidiaries during such period;
provided that the term “Capital Expenditures” shall not include (i) expenditures made in
connection with the replacement, substitution, restoration or repair of assets to the extent
financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being
replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent
domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is
purchased simultaneously with the trade-in of existing



-5-









 







equipment to the extent that the gross
amount of such purchase price is reduced by the credit granted by the seller of such equipment for
the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or
software to the extent financed with the proceeds of Dispositions that are not required to be
applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute any
part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures
by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than
the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted
Subsidiary has provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such Person or any other Person (whether before, during or after
such period), (vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary
prior to or during such period to the extent that such book value is included as a capital
expenditure during such period as a result of such Person reusing or beginning to reuse such asset
during such period without a corresponding expenditure actually having been made in such period,
provided that (x) any expenditure necessary in order to permit such asset to be reused
shall be included as a Capital Expenditure during the period in which such expenditure actually is
made and (y) such book value shall have been included in Capital Expenditures when such asset was
originally acquired, (vii) expenditures that constitute Permitted Acquisitions, (viii) to the
extent permitted by this Agreement, an Investment of the Net Cash Proceeds of any Equity Issuance
by Holdings, the Borrower or any Restricted Subsidiary, (ix) interest capitalized during such
period, or (x) the purchase price of equipment purchased during such period to the extent the
consideration therefor consists of any combination of (A) used or surplus equipment traded in at
the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment,
in each case, in the ordinary course of business.



          “Capitalized Leases” means all leases that have been or should be, in accordance with
GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount
of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.



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



          “Cash Collateral Account” means a blocked account at DBTCA (or another commercial bank
selected in compliance with Section 9.09) in the name of the Administrative Agent and under the
sole dominion and control of the Administrative Agent, and otherwise established in a manner
satisfactory to the Administrative Agent.



          “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 the Borrower or any Restricted Subsidiary:




          (a) Dollars or, in the case of any Foreign Subsidiary, such local currencies held
by it from time to time in the ordinary course of business;




          (b) readily marketable obligations issued or directly and fully guaranteed or
insured by the government or any agency or instrumentality of the United States,



-6-









 







having average maturities of not more than 12 months from the date of acquisition thereof;
provided that the full faith and credit of the United States is pledged in
support thereof;




          (c) time deposits with, or insured certificates of deposit or bankers’
acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized
under the Laws of the United States, any state thereof, the District of Columbia or any
member nation of the Organization for Economic Cooperation and Development or is the
principal banking Subsidiary of a bank holding company organized under the Laws of the
United States, any state thereof, the District of Columbia or any member nation of the
Organization for Economic Cooperation and Development, and is a member of the Federal
Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any
such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in
each case with average maturities of not more than 12 months from the date of
acquisition thereof;




          (d) commercial paper and variable or fixed rate notes issued by an Approved Bank
(or by the parent company thereof) or any variable or fixed rate note issued by, or
guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or
P-2 (or the equivalent thereof) or better by Moody’s, in each case with average
maturities of not more than 12 months from the date of acquisition thereof;




          (e) repurchase agreements entered into by any Person with a bank or trust company
(including any of the Lenders) or recognized securities dealer, in each case, having
capital and surplus in excess of $250,000,000 for direct obligations issued by or fully
guaranteed or insured by the government or any agency or instrumentality of the United
States, in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and having, on the
date of purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations;




          (f) securities with average maturities of 12 months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government having an investment grade
rating from either S&P or Moody’s (or the equivalent thereof);




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




          (h) Investments, classified in accordance with GAAP as current assets of the
Borrower or any Restricted Subsidiary, in money market investment programs which are
registered under the Investment Company Act of 1940 or which are administered by
financial institutions having capital of at least $250,000,000, and, in either case,
the portfolios of which are limited such that substantially all of such



-7-









 







investments are of the character, quality and maturity described in clauses (a) through (g) of this
definition.



          “Cash Management Banks” means any Lender or any Affiliate of a Lender providing Cash
Management Services to Holdings, the Borrower or any Restricted Subsidiary.



          “Cash Management Obligations” means obligations owed by Holdings, the Borrower or any
Restricted Subsidiary to any Cash Management Bank in respect of any Cash Management Services.



          “Cash Management Services” means treasury, depository and/or cash management services
or any automated clearing house transfer services.



          “Casualty Event” means any event that gives rise to the receipt by Holdings, the
Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect
of any equipment, fixed assets or real property (including any improvements thereon) to replace or
repair such equipment, fixed assets or real property.



          “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as subsequently amended.



          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.



          “Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing
to have the power, directly or indirectly, to vote or direct the voting of securities having
a majority of the ordinary voting power for the election of directors of Holdings;
provided that the occurrence of the foregoing event shall not be deemed a Change of Control
if,




          (i) any time prior to the consummation of a Qualifying IPO, and for any reason
whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to
designate (and do so designate) a majority of the board of directors of Holdings or (B) the
Permitted Holders own, directly or indirectly, of record and beneficially an amount of
common stock of Holdings equal to an amount more than fifty percent (50%) of the amount of
common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record
and beneficially as of the Closing Date and such ownership by the Permitted Holders
represents the largest single block of voting securities of Holdings held by any Person or
related group for purposes of Section 13(d) of the Exchange Act, or




          (ii) at any time after the consummation of a Qualifying IPO, and for any reason
whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act, but excluding any employee benefit plan of such person and its
Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), excluding the Permitted Holders, shall become the
“beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or
indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares
outstanding of Holdings and (y) the percentage of the then outstanding voting stock of
Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B)



-8-









 







during each period of twelve (12) consecutive months, the board of directors of Holdings
shall consist of a majority of the Continuing Directors; or



          (b) any “Change of Control” (or any comparable term) in any document pertaining to (i)
the Senior Subordinated Notes or Indebtedness which constitutes a Permitted Refinancing thereof,
(ii) any Holdings Permitted Debt, (iii) any other Junior Financing with an aggregate outstanding
principal amount in excess of the Threshold Amount or (iv) Disqualified Equity Interests with an
aggregate liquidation preference in excess of the Threshold Amount; or



          (c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a
directly or indirectly wholly owned Subsidiary of Holdings.



          “Class” (a) when used with respect to Lenders, refers to whether such Lenders are
Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to
whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used
with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such
Borrowing, are Revolving Credit Loans or Term Loans.



          “Closing Date” means the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 4.01.



          “Code” means the U.S. Internal Revenue Code of 1986, as amended, and rules and
regulations related thereto.



          “Co-Documentation Agent” means Merrill Lynch and GSCP, as Co-Documentation Agents
under this Agreement.



          “Collateral” means all the “Collateral” as defined in any Collateral Document
and shall include the Mortgaged Properties.



          “Collateral Agent” means the Administrative Agent, in its capacity as collateral agent
under any of the Loan Documents, or any successor collateral agent.



          “Collateral and Guarantee Requirement” means, at any time, the requirement that:




          (a) the Administrative Agent shall have received each Collateral Document
required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or
pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;




          (b) all Obligations shall have been unconditionally guaranteed by Holdings, the
Borrower (in the case of Obligations under clauses (y) and (z) of the first sentence of
the definition thereof) and each Restricted Subsidiary that is a Domestic Subsidiary
and not an Excluded Subsidiary;




          (c) all guarantees issued or to be issued in respect of the Senior Subordinated
Notes (i) shall be subordinated to the Guarantees to the same extent



-9-









 







that the Senior
Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their
automatic release upon a release of the corresponding Guarantee;




          (d) the Obligations and the Guarantees shall have been secured by a
first-priority security interest in (i) all the Equity Interests of the Borrower and
(ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and
any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness
permitted under Section 7.03(g)) of each wholly owned Subsidiary directly owned by any
Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary
shall be limited to 65% of the issued and outstanding Equity Interests of such Foreign
Subsidiary at any time;




          (e) except to the extent otherwise permitted hereunder or under any Collateral
Document, the Obligations and the Guarantees shall have been secured by a security
interest in, and mortgages on, substantially all tangible and intangible assets of
Holdings, the Borrower and each other Guarantor (including accounts, inventory,
equipment, investment property, contract rights, intellectual property, other general
intangibles, owned and leased real property and proceeds of the
foregoing), in each case, with the priority required by the Collateral Documents;
provided that security interests in real property shall be limited to the
Mortgaged Properties;




          (f) none of the Collateral shall be subject to any Liens other than Liens
permitted by Section 7.01; and




          (g) the Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to each owned property described on Schedule 1.01F hereto or required to be
delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed
and delivered by the record owner of such property, (ii) a policy or policies of title
insurance issued by a nationally recognized title insurance company insuring the Lien
of each such Mortgage as a valid first priority Lien on the property described therein,
free of any other Liens except as expressly permitted by Section 7.01 together with
such endorsements, coinsurance and reinsurance as the Administrative Agent may
reasonably request, (iii) such existing surveys, existing abstracts, existing
appraisals and other documents as the Administrative Agent may reasonably request with
respect to any such Mortgaged Property and (iv) flood certificates covering each
Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent,
certified to the Collateral Agent in its capacity as such and certifying whether or not
each such Mortgaged Property is located in a flood hazard zone by reference to the
applicable FEMA map.



          The foregoing definition shall not require the creation or perfection of pledges of or
security interests in, or the obtaining of title insurance or surveys with respect to, particular
assets if and for so long as, in the reasonable judgment of the Collateral Agent (confirmed in
writing by notice to the Borrower), the cost of creating or perfecting such pledges or security
interests in such assets or obtaining title insurance or surveys in respect of such assets shall be
excessive in view of the benefits to be obtained by the Lenders therefrom. The Collateral Agent



-10-









 







may grant extensions of time for the perfection of security interests in or the obtaining of title
insurance with respect to particular assets (including extensions beyond the Closing Date for the
perfection of security interests in the assets of the Loan Parties on such date) where it
reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished
without undue effort or expense by the time or times at which it would otherwise be required by
this Agreement or the Collateral Documents.



          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or
any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to
the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth
in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the
applicable jurisdiction, as agreed between the Collateral Agent and the Borrower.



          “Collateral Documents” means, collectively, the Security Agreement, the Intellectual
Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security
Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered
to the Collateral Agent and the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and
each of the other agreements, instruments or documents that creates or purports to create a Lien or
Guarantee in favor of the Collateral Agent or the Administrative Agent for the benefit of the
Secured Parties.



          “Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context
may require.



          “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit
Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of
Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A.



          “Communications Act” means the Communications Act of 1934, as amended.



          “Compensation Period” has the meaning specified in Section 2.12(c)(ii).



          “Compliance Certificate” means a certificate substantially in the form of Exhibit D.



          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such
period, plus:




          (a) without duplication and to the extent already deducted (and not added back)
in arriving at such Consolidated Net Income, the sum of the following amounts for such
period:




          (i) total interest expense and, to the extent not reflected in such total
interest expense, any losses on hedging obligations or other derivative instruments
entered into for the purpose of hedging interest rate risk, net of interest income
and gains on such hedging obligations, and costs of surety bonds in connection



-11-









 







with financing activities,




          (ii) provision for taxes based on income, profits or capital of the Borrower
and the Restricted Subsidiaries, including state, franchise and similar taxes and
foreign withholding taxes paid or accrued during such period,




          (iii) depreciation and amortization,




          (iv) Non-Cash Charges,




          (v) extraordinary losses and unusual or non-recurring cash charges,
severance, relocation costs and curtailments or modifications to pension and
post-retirement employee benefit plans,




          (vi) cash restructuring charges or reserves (including restructuring costs
related to acquisitions after the date hereof and to closure/consolidation of
facilities),




          (vii) any deductions attributable to minority interests,




          (viii) the amount of management, monitoring, consulting and advisory fees and
related expenses paid to the Sponsors or Cumulus,




          (ix) any costs or expenses (excluding Non-Cash Charges) incurred by the
Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement or any
stock subscription or shareholder agreement, to the extent that such costs or
expenses are funded with cash proceeds contributed to the capital of the Borrower or
net cash proceeds of an issuance of Equity Interests of the Borrower (other than
Disqualified Equity Interests),




          (x) the amount of cost savings and synergies projected by the Borrower in good
faith to be realized as a result of specified actions in connection with the
Transaction, which amounts shall be deemed to be (1) in the case of the fiscal
quarter ended September 30, 2006, $4,600,000, and (2) for each fiscal quarter
thereafter ended prior to the second anniversary of the Closing Date, an amount (if
positive) equal to the amount permitted to be added back pursuant this clause (x)
for the immediately preceding fiscal quarter less $600,000, and




          (xi) the amount of loss incurred by the Borrower or any Restricted Subsidiary
during such period in connection with the acquisition of any “stick” station or the
commencement of operations under an owned, but not operated, FCC License, so long as
(I) such loss was incurred within 24 months of the acquisition of such station and
(II) the aggregate amount of losses added back to Consolidated EBITDA in reliance on
this clause (xi) does not exceed $5,000,000 in any period of four consecutive fiscal
quarters, less



-12-









 






          (b) without duplication and to the extent included in arriving at such
Consolidated Net Income, the sum of the following amounts for such period:




          (i) extraordinary gains and unusual or non-recurring gains,




          (ii) non-cash gains (excluding any non-cash gain to the extent it represents
the reversal of an accrual or reserve for a potential cash item that reduced
Consolidated EBITDA in any prior period),




          (iii) gains on asset sales (other than asset sales in the ordinary course of
business),




          (iv) any net after-tax income from the early extinguishment of Indebtedness or
hedging obligations or other derivative instruments, and




          (v) all one-time gains from investments recorded using the equity method,


in each case, as determined on a consolidated basis for the Borrower and the Restricted
Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated
Net Income,





          (A) there shall be excluded in determining Consolidated EBITDA currency
translation gains and losses related to currency remeasurements of Indebtedness
(including the net loss or gain resulting from Swap Contracts for currency exchange
risk),




          (B) there shall be excluded in determining Consolidated EBITDA for any period
any adjustments resulting from the application of Statement of Financial Accounting
Standards No. 133,




          (C) there shall be included in determining Consolidated EBITDA for any period,
without duplication, (i) the Acquired EBITDA of any Person, property, business or
asset acquired by the Borrower or any Restricted Subsidiary during such period (but
not the Acquired EBITDA of any related Person, property, business or assets to the
extent not so acquired), to the extent not subsequently sold, transferred or
otherwise disposed by the Borrower or such Restricted Subsidiary (each such Person,
property, business or asset acquired and not subsequently so disposed of, an
“Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted
Subsidiary that is converted into a Restricted Subsidiary (each, a “Converted
Restricted Subsidiary”), in each case based on the actual Acquired EBITDA of
such Acquired Entity or Business or Converted Restricted Subsidiary for such period
(including the portion thereof occurring prior to such acquisition or conversion)
and (ii) for the purposes of the definition of the term “Permitted Acquisition” and
Sections 7.02(n), 7.03(h), 7.04, 7.06(i), or 7.11, an adjustment in respect of each
Acquired Entity or Business or Converted Restricted Subsidiary equal to the amount
of the Pro Forma Adjustment with respect to such Acquired Entity or Business or
Converted



-13-









 







Restricted Subsidiary for such period (including the portion thereof
occurring prior to such acquisition) as specified in a certificate executed by a
Responsible Officer and delivered to the Lenders and the Administrative Agent (it
being understood that this clause (C) is not intended to address Acquired EBITDA of
the Target acquired pursuant to the Merger, which is addressed in the last
sentence of this definition), and




          (D) for purposes of determining the Total Leverage Ratio or Interest Coverage
Ratio only, there shall be excluded in determining Consolidated EBITDA for any
period the Disposed EBITDA of any Person, property, business or asset sold,
transferred or otherwise disposed of, closed or classified as discontinued
operations by the Borrower or any Restricted Subsidiary during such period (each
such Person, property, business or asset so sold or disposed of, a “Sold Entity
or Business”), based on the actual Disposed EBITDA of such Sold Entity or
Business for such period (including the portion thereof occurring prior to such
sale, transfer or disposition).



          For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a)
losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off
related to intangible assets, long-lived assets, and investments in debt and equity securities
pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based
awards compensation expense, and (e) other non-cash charges (provided that if any non-cash
charges referred to in this clause (e) represent an accrual or reserve for potential cash items in
any future period, the cash payment in respect thereof in such future period shall be subtracted
from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was
paid in a prior period). Notwithstanding anything to the contrary contained herein, for purposes
of determining Consolidated EBTIDA under this Agreement for any period that includes any of the
fiscal quarters ended December 31, 2005, March 31, 2006 and June 30, 2006, Consolidated EBITDA for
such fiscal quarters shall $27,400,000, $20,200,000 and $27,100,000, respectively.



          “Consolidated Interest Expense” means, for any period, the sum of (i) the cash
interest expense (including that attributable to Capitalized Leases), net of cash interest income,
of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted
Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, (ii) any
cash payments made during such period in respect of obligations referred to in clause (b) below
relating to Funded Debt that were amortized or accrued in a previous period (other than any such
obligations resulting from the discounting of Indebtedness in connection with the application of
purchase accounting in connection with the Transaction or any Permitted Acquisition) and (iii) from
and after the date that a Holdings Restricted Payments Election is made, the amount of all
Restricted Payments from the Borrower to Holdings used to fund cash interest payments by Holdings,
but excluding, however, (a) amortization of deferred financing costs and any other amounts of
non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c)
all non-recurring cash interest expense consisting of liquidated damages for failure to timely
comply with registration rights obligations and financing fees, all



-14-









 







as calculated on a consolidated
basis in accordance with GAAP, (d) fees and expenses associated with the consummation of the
Transaction, (e) annual agency fees paid to the Administrative
Agent and/or Collateral Agent, and (f) costs associated with obtaining Swap Contracts;
provided that (a) except as provided in clause (b) below, there shall be excluded from
Consolidated Interest Expense for any period the cash interest expense (or income) of all
Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest
Expense, (b) for purposes of the definition of the term “Permitted Acquisition” and Section
7.02(n), 7.03(h), 7.04, 7.06(i), 7.11 or 7.13(a)(iv), there shall be included in determining
Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired
Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted
during such period, in each case based on the cash interest expense (or income) relating to any
Indebtedness incurred or assumed as part of an acquisition of an Acquired Entity or Business or as
part of the conversion of a Converted Restricted Subsidiary for such period (including the portion
thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or
repaid in connection with any such acquisition or conversion had been incurred or repaid on the
first day of such period and (c) for purposes of the definition of the term “Permitted Acquisition”
and Section 7.02(n), 7.03(h), 7.04, 7.06(i), 7.11 or 7.13(a)(iv), there shall be excluded from
determining Consolidated Interest Expense for any period the cash interest expense (or income) of
any Sold Entity or Business disposed of during such period, based on the cash interest expense (or
income) relating to any Indebtedness relieved or repaid in connection with any such disposition of
such Sold Entity or Business for such period (including the portion thereof occurring prior to such
disposal) assuming such debt relieved or repaid in connection with such disposition has been
relieved or repaid on the first day of such period. Notwithstanding anything to the contrary
contained herein, for purposes of determining Consolidated Interest Expense for any period ending
prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an
amount equal to actual Consolidated Interest Expense from the Closing Date through the date of
determination multiplied by a fraction the numerator of which is 365 and the denominator of which
is the number of days from the Closing Date through the date of determination.



          “Consolidated Lease Expense” means, for any period, all rental expenses of the
Borrower and the Restricted Subsidiaries during such period under operating leases for real or
personal property (including in connection with sale-leaseback transactions permitted by Section
7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net
of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary
course of business, (b) all such rental expenses associated with assets acquired pursuant to a
Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at
the time of (and immediately prior to) such acquisition and related to periods prior to such
acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated
basis in accordance with GAAP.



          “Consolidated Net Income” means, for any period, the net income (loss) of the Borrower
and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings (or any
parent company thereof) during such period as though such charge, tax or expense had been incurred
by the Borrower, to the extent that the Borrower has made or is
permitted under the Loan Documents to make any payment to or for the account of Holdings (or



-15-









 







any parent company thereof) in respect thereof), excluding, without duplication, (a) extraordinary
items for such period, (b) the cumulative effect of a change in accounting principles during such
period to the extent included in Consolidated Net Income, (c) in the case of any period that
includes a period ending prior to or during the fiscal year ending December 31, 2006, Transaction
Expenses, (d) any fees and expenses incurred during such period, or any amortization thereof for
such period, in connection with any acquisition, investment, asset disposition, issuance or
repayment of debt, issuance of equity securities, refinancing transaction or amendment or other
modification of any debt instrument (in each case, including any such transaction consummated prior
to the Closing Date and any such transaction undertaken but not completed), (e) any income (loss)
for such period attributable to the early extinguishment of Indebtedness and (f) accruals and
reserves that are established within twelve months after the Closing Date that are so required to
be established as a result of the Transaction in accordance with GAAP. There shall be excluded
from Consolidated Net Income for any period the purchase accounting effects of adjustments to
property and equipment, software and other intangible assets and deferred revenue in component
amounts required or permitted by GAAP and related authoritative pronouncements (including the
effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries),
as a result of the Transaction, any acquisition consummated prior to the Closing Date, any
Permitted Acquisitions, or the amortization or write-off of any amounts thereof.



          “Consolidated Total Debt” means, as of any date of determination, (a) the aggregate
principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on
such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of
any discounting of Indebtedness resulting from the application of purchase accounting in connection
with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money,
obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or
similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (in each
case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and
Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)) included in the
consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date.



          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all
amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth
opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet
of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that
would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or
any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries
on such date, including deferred revenue but excluding, without duplication, (i) the current
portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the
extent otherwise included therein, (iii) the current portion of interest and (iv) the current
portion of current and deferred income taxes.



          “Continuing Directors” means the directors of Holdings on the Closing Date, as elected
or appointed after giving effect to the Merger and the other transactions contemplated hereby, and
each other director, if, in each case, such other directors’ nomination for election to the board
of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is



-16-









 







recommended by a majority of the then Continuing Directors or such other director receives the vote of the
Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a
Qualifying IPO of the Borrower).



          “Contract Consideration” has the meaning set forth in the definition of “Excess Cash
Flow”.



          “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



          “Control” has the meaning specified in the definition of “Affiliate”.



          “Converted Restricted Subsidiary” has the meaning specified in the definition of
“Consolidated EBITDA”.



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



          “Cumulative Excess Cash Flow” means, at any time, the sum of (i) Excess Cash Flow
(which may not be less than zero) for the period commencing on the Closing Date and ending on
December 31, 2006 and (ii) Excess Cash Flow (which may not be less than zero in any period) for
each succeeding and completed fiscal year at such time.



          “Cumulus” means Cumulus Media, Inc., a Delaware corporation.



          “Cumulus Contributed Assets” means, collectively, radio stations owned by Cumulus
immediately prior to the consummation of the KC Acquisition and located in (i) the Houston, Texas
radio market and identified by the call letters KFNC(FM) and KIOL(FM) and (ii) the Kansas City,
Missouri-Kansas radio market and identified by the call letters KCHZ(FM), together with all
licenses and other assets and operations of such stations.



          “Cumulus Equity Contribution” means, collectively, (i) the contribution by Cumulus of
the Cumulus Contributed Assets to Cumulus LLC in exchange for common equity of Cumulus LLC, (ii)
the contribution by Cumulus LLC of the Cumulus Contributed Assets to Cumulus IPO Corp. in exchange
for common equity of Cumulus IPO Corp., (iii) the contribution by Cumulus IPO Corp. of the Cumulus
Contributed Assets (other than the KC Divestiture Trust Station) to StickCo in exchange for common
equity of StickCo, and (iv) the contribution by Cumulus IPO Corp. of the KC Divestiture Trust
Station to Holdings and, in turn, by Holdings, the Borrower and KC Corp., respectively, to the KC
Divestiture Trust, in each case in exchange
for common equity of its respective Subsidiary or the beneficial interest in the KC
Divestiture Trust, as the case may be.



          “Cumulus IPO Corp.” means CMP Susquehanna Holdings Corp., a Delaware corporation and a
wholly-owned subsidiary of Cumulus LLC.



          “Cumulus LLC” means Cumulus Media Partners, LLC, a Delaware limited liability company.



-17-









 





          “Cumulus Management Agreement” means the Management Agreement between the Borrower and
certain of the management companies associated with Cumulus.



          “Cumulus Termination Fees” means the one-time payment under the Cumulus Management
Agreement of a termination fee to Cumulus and its Affiliates in the event of a Change of Control or
the completion of a Qualifying IPO.



          “DBSI” means Deutsche Bank Securities Inc. and any successor thereto by merger,
consolidation or otherwise.



          “DBTCA” means Deutsche Bank Trust Company Americas and any successor thereto by
merger, consolidation or otherwise.



          “Debt Issuance” means the issuance or incurrence by any Person and its Subsidiaries of
any Indebtedness for borrowed money.



          “Debt Prepayment” means the prepayment by the Borrower on the Closing Date of any
Indebtedness outstanding under the Existing Credit Agreement.



          “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 an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum;
provided that with respect to a Eurocurrency 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 2.0% per annum, in each case, to the fullest extent permitted by applicable
Laws.



          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date
required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently
cured, (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 (1) Business Day of the date when due,
unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent
or become the subject of a bankruptcy or insolvency proceeding.



          “Designated Non-Cash Consideration” means the Fair Market Value of non-cash
consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition
pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a
certificate of a Responsible Officer, setting forth the basis of such valuation (which



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amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash
within 180 days following the consummation of the applicable Disposition).



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



          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if
references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA
(and in the component financial definitions used therein) were references to such Sold Entity or
Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or
Business.



          “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any
property by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith;
provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by
Holdings of any of its Equity Interests to another Person.



          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by
the terms of any security or other Equity Interests into which it is convertible or for which it is
exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset sale so long as any
rights of the holders thereof upon the occurrence of a change of control or asset sale event shall
be subject to the prior repayment in full of the Loans and all other Obligations that are accrued
and payable and the termination of the Commitments), (b) is redeemable at the option of the holder
thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for
the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests,
in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term
Loans.



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



          “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the
United States, any state thereof or the District of Columbia.



          “Eligible Assignee” means any Assignee permitted by and consented to in accordance
with Section 10.07(b).



          “Environmental Laws” means any and all Federal, state, local, and foreign statutes,
Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution, the protection
of the environment, natural resources, or, to the extent relating to exposure to Hazardous
Materials, human health or to the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.



-19-









 





          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of 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.



          “Environmental Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.



          “Equity Contributions” means, collectively, (a) the contribution by the Sponsors of an
aggregate amount of cash of not less than $250,000,000 to Holdings or one or more direct or
indirect holding company parents of Holdings, and (b) the further contribution to the Borrower of
any portion of such cash contribution proceeds not directly received by the Borrower or used by
Holdings or one or more direct or indirect holding company parents of Holdings to pay Transaction
Expenses.



          “Equity Interests” means, with respect to any Person, all of the shares, interests,
rights, participations or other equivalents (however designated) of capital stock of (or other
ownership or profit interests or units in) such Person and all of the warrants, options or other
rights for the purchase, acquisition or exchange from such Person of any of the foregoing
(including through convertible securities).



          “Equity Investors” means the Sponsors, Cumulus and the Management Stockholders.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is
under common control with any Loan Party within the meaning of Section 414 of the Code or Section
4001 of ERISA.



          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by any Loan Party 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 any Loan Party or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; (f) the imposition of any liability



-20-









 







under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan
Party or any ERISA Affiliate; or (g) the failure of any Pension Plan to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of
ERISA or a waiver of such standard or extension of any amortization period is sought or granted
under Section 412 of the Code or Section 303 or 304 of ERISA.



          “Eurocurrency Rate” means (a) the offered quotation to first-class banks in the New
York interbank Eurodollar market by the Administrative Agent for Dollar deposits of amounts in
immediately available funds comparable to the outstanding principal amount of the Eurocurrency Rate
Loan of the Administrative Agent (in its capacity as a Lender) (or, if the Administrative Agent is
not a Lender with respect thereto, taking the average principal amount of the Eurocurrency Rate
Loan then being made by the various Lenders pursuant thereto)) with maturities comparable to the
Interest Period applicable to such Eurocurrency Rate Loan commencing two Business Days thereafter
as of 10:00 A.M. (New York City time) on the applicable date of determination, divided (and rounded
upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum
rate of all reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable to any member bank
of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).



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



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



          “Excess Cash Flow” means, for any period, an amount equal to the excess of:



          (a) the sum, without duplication, of:




          (i) Consolidated Net Income for such period,




          (ii) an amount equal to the amount of all non-cash charges incurred during
such period, to the extent deducted in arriving at such Consolidated Net Income,




          (iii) decreases in Consolidated Working Capital and long-term account
receivables for such period (other than any such decreases arising from acquisitions
by the Borrower and the Restricted Subsidiaries completed during such period), and




          (iv) an amount equal to the aggregate net non-cash loss on Dispositions by the
Borrower and the Restricted Subsidiaries during such period (other than Dispositions
in the ordinary course of business) to the extent deducted in arriving at such
Consolidated Net Income; over



          (b) the sum, without duplication, of:





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          (i) an amount equal to the amount of all non-cash credits included in arriving
at such Consolidated Net Income and cash charges included in clauses (a) through (f)
of the definition of Consolidated Net Income,




          (ii) without duplication of amounts deducted pursuant to clause (xi) below in
prior fiscal years, the amount of Capital Expenditures made in cash or accrued
during such period pursuant to Section 7.16, except to the extent that such Capital
Expenditures were financed with the proceeds of Indebtedness of the Borrower or the
Restricted Subsidiaries,




          (iii) the aggregate amount of all principal payments of Indebtedness of the
Borrower and the Restricted Subsidiaries (including (A) the principal component of
payments in respect of Capitalized Leases and (B) the amount of any mandatory
prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due
to a Disposition that resulted in an increase to Consolidated Net Income and not in
excess of the amount of such increase but excluding (X) all other prepayments of
Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans)
made during such period (other than in respect of any revolving credit facility to
the extent there is not an equivalent permanent reduction in commitments
thereunder), except to the extent financed with the proceeds of other Indebtedness
of the Borrower or the Restricted Subsidiaries,




          (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the
Borrower and the Restricted Subsidiaries during such period (other than Dispositions
in the ordinary course of business) to the extent included in arriving at such
Consolidated Net Income,




          (v) increases in Consolidated Working Capital and long-term account
receivables for such period (other than any such increases arising from acquisitions
by the Borrower and the Restricted Subsidiaries during such period),




          (vi) cash payments by the Borrower and the Restricted Subsidiaries during such
period in respect of long-term liabilities of the Borrower and the Restricted
Subsidiaries other than Indebtedness,




          (vii) without duplication of amounts deducted pursuant to clause (xi) below in
prior fiscal years, the amount of Investments and acquisitions made during such
period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such
Investments and acquisitions were financed with internally generated cash flow of
the Borrower and the Restricted Subsidiaries,




          (viii) the amount of Restricted Payments paid during such period pursuant to
Section 7.06(i) to the extent such Restricted Payments were financed with internally
generated cash flow of the Borrower and the Restricted Subsidiaries,




          (ix) the aggregate amount of expenditures actually made by the Borrower and
the Restricted Subsidiaries in cash during such period (including expenditures



-22-









 







for the payment of financing fees) to the extent that such expenditures are not expensed during such period,




          (x) the aggregate amount of any premium, make-whole or penalty payments
actually paid in cash by the Borrower and the Restricted Subsidiaries during such
period that are required to be made in connection with any prepayment of
Indebtedness,




          (xi) without duplication of amounts deducted from Excess Cash Flow in prior
periods, the aggregate consideration required to be paid in cash by the Borrower or
any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to
Permitted Acquisitions or Capital Expenditures to be consummated or made during the
period of four consecutive fiscal quarters of the Borrower following the end of such
period, provided that to the extent the aggregate amount of internally
generated cash actually utilized to finance such Permitted Acquisitions or Capital
Expenditures during such period of four consecutive fiscal quarters is less than the
Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive
fiscal quarters, and




          (xii) the amount of cash taxes paid in such period to the extent they exceed
the amount of tax expense deducted in determining Consolidated Net Income for such
period.



          “Exchange Act” means the Securities Exchange Act of 1934.



          “Exchange Rate” means on any day with respect to any currency other than Dollars, the
rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m.
(London time) on such day on the Reuters World Currency Page for such currency; in the event that
such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement,
such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange operations in respect of
such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date
for the purchase of Dollars for delivery two Business Days later.



          “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary,
(b) each Subsidiary listed on Schedule 1.01G hereto, (c) any Subsidiary that is prohibited by
applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary
of a Foreign Subsidiary, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition
financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted
Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted
Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured
Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to



-23-









 







guarantee such secured Indebtedness, as applicable, and (f) any other Subsidiary with respect to which, in
the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the
Borrower), the cost or other consequences (including any adverse tax consequences) of providing a
Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.



          “Existing Credit Agreement” means the Credit Agreement, dated as of February 20, 2004,
by and among Susquehanna Media Co., as Borrower, the Lenders party thereto, and Wachovia Bank,
National Association, as Agent.



          “Existing Letters of Credit” means the letters of credit outstanding on the Closing
Date and set forth on Schedule 1.01E.



          “Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line
Sublimit or the Letter of Credit Sublimit, as the context may require.



          “Fair Market Value” means, with respect to any asset or liability, the fair market
value of such asset or liability as determined by the Borrower in good faith; provided that
if the fair market value is equal to or exceeds $15,000,000, such determination shall be made by
the Board of Directors of the Borrower.



          “FCC” means the Federal Communications Commission (or any successor).



          “FCC Licenses” means any licenses, permits and authorizations issued by the FCC for
the operation of Stations.



          “Federal Funds Rate” means, for any period, a fluctuating interest rate equal for each
day during such period to the weighted average of the rates on overnight Federal Funds transactions
with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by the Administrative
Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.



          “Foreign Lender” has the meaning specified in Section 10.15(a)(i).



          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the
Borrower which (a) is not a Domestic Subsidiary or (b) is set forth on Schedule 1.01H.



          “FRB” means the Board of Governors of the Federal Reserve System of the United States
or any successor thereto.



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



-24-









 





          “Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries
for borrowed money that matures more than one year from the date of its creation or matures within
one year from such date that is renewable or extendable, at the option of such Person, to a date
more than one year from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders to extend credit during a period of more than one year from such
date, including Indebtedness in respect of the Loans.



          “GAAP” means generally accepted accounting principles in the United States of America,
as in effect from time to time; provided, however, that if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Closing Date in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.



          “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including, without
limitation, the FCC).



          “Granting Lender” has the meaning specified in Section 10.07(h).



          “GSCP” means Goldman Sachs Credit Partners L.P.



          “Guarantee” means, as to any Person, without duplication, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other monetary 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 monetary obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or
other monetary 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 monetary obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or
other monetary 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 monetary obligation of any other Person, whether or not such
Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the
term “Guarantee” shall not include endorsements for collection or deposit, in either case
in the ordinary course of business, or customary and reasonable indemnity obligations



-25-









 







in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets
permitted under this Agreement (other than such obligations with respect to Indebtedness). 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, in respect of which such Guarantee is made
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.



          “Guarantee Supplement” has the meaning provided in the Guaranty.



          “Guarantors” means Holdings, the Borrower and each Subsidiary Guarantor.



          “Guaranty” means, collectively, the Holdings Guaranty, the Borrower Guaranty and the
Subsidiary Guaranty.



          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or 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 is a Lender or an Affiliate of a Lender at the time
it enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s
successors and assigns.



          “Holdings” shall have the meaning set forth in the first paragraph of this Agreement.



          “Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the
Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.



          “Holdings Restricted Payments Election” has the meaning specified in Section 7.06(c).



          “Honor Date” has the meaning specified in Section 2.03(c)(i).



          “Incremental Amendment” has the meaning set forth in Section 2.15(a).



          “Incremental Facility Closing Date” has the meaning set forth in Section 2.15(a).



          “Incremental Term Loans” has the meaning set forth in Section 2.15(a).



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



-26-









 






          (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) the maximum amount (after giving effect to any prior drawings or reductions
which may have been reimbursed) of all letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds,
performance bonds and similar instruments issued or created by or for the account
of such Person;




          (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 (i) trade accounts payable in the ordinary course of business
and (ii) any earn-out obligation until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP);




          (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements and mortgage, industrial revenue
bond, industrial development bond and similar financings), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;




          (f) all Attributable Indebtedness;




          (g) all obligations of such Person in respect of Disqualified Equity Interests;
and




          (h) 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, except to the
extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent
such Indebtedness would be included in the calculation of Consolidated Total Debt. 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 Indebtedness of any Person for purposes of clause (e)
shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness
and (ii) the Fair Market Value of the property encumbered thereby.




          “Indemnified Liabilities” has the meaning set forth in Section 10.05.



          “Indemnitees” has the meaning set forth in Section 10.05.



          “Information” has the meaning specified in Section 10.08.



          “Intellectual Property Security Agreement” means the Intellectual Property Security
Agreement, substantially in the form attached as Exhibit J.



-27-









 





          “Intercompany Note” means the Intercompany Note, substantially in the form attached as
Exhibit K.



          “Interest Coverage Ratio” means, with respect to the Borrower and the Restricted
Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the
Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense.



          “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 of the Facility
under which such Loan was made; provided that if any Interest Period for a Eurocurrency
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 (including a Swing Line Loan), the last Business Day of each March, June, September and
December and the Maturity Date of the Facility under which such Loan was made.



          “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on
the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency
Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed
to by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month
thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:




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




          (b) any Interest Period that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar 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 of the Facility
under which such Loan was made.



          “Intermediate Holding Company” shall have the meaning provided in the definition of
“Qualifying IPO”.



          “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or
debt or other securities of another Person (including by way of merger or consolidation), (b) a
loan, advance or capital contribution to, Guarantee or assumption of Indebtedness 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 or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of all or substantially all of
the property and assets or business of another Person or assets
constituting a business unit, line of business or division of such Person. Subject to Section
6.14



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(in the case of deemed Investments in Unrestricted Subsidiaries), for purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested (in the case of any
non-cash asset invested, taking the Fair Market Value thereof at the time the investment is made),
without adjustment for subsequent increases or decreases in the value of such Investment. For the
avoidance of doubt, any merger or consolidation by the Borrower with and into another Person which
becomes the Successor Company as a result of such merger or consolidation shall be construed to be
an Investment by the Borrower.



          “IP Collateral” means all “Intellectual Property Collateral” referred to in the
Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or
of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties.



          “IP Rights” has the meaning set forth in Section 5.15.



          “IRS” means the United States Internal Revenue Service.



          “Junior Financing” has the meaning specified in Section 7.13.



          “Junior Financing Documentation” means any documentation governing any Junior
Financing.



          “Kansas City Stations” means the radio broadcast stations KCMO(AM) and KCMO FM, Kansas
City, Missouri, KCJK(FM), Garden City, Missouri and KCFX(FM), Harrisonville, Missouri.



          “KC Acquisition” means the acquisition by KC Corp. of the Kansas City Stations and
related licenses and other assets identified in the KC Acquisition Agreement.



          “KC Acquisition Agreement” means, collectively, the Asset Purchase Agreement, dated
October 31, 2005, among KC Corp. as buyer and 1051FM, LLC, Susquehanna Kansas City Partnership and
Susquehanna Radio Corp. as sellers, and the other agreements entered into in connection therewith.



          “KC Corp.” means CMP KC Corp., a Delaware corporation and a wholly-owned Subsidiary of
the Borrower.



          “KC Divestiture Trust” means the KCHZ Trust, a trust.



          “KC Divestiture Trust Station” means the radio station owned by Cumulus immediately
prior to the consummation of the KC Acquisition which is licensed in Kansas City, Missouri and
identified by the call letters KCHZ-FM, together with all licenses and other assets and operations
of such station.



          “KC Transaction” means, collectively, the (i) the consummation of the KC Acquisition,
and (ii) the incurrence by StickCo of senior secured financing pursuant to the StickCo Credit
Documents.



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          “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, 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, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



          “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with
its Pro Rata Share.



          “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 Revolving Credit
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 renewal or increase of the amount thereof.



          “L/C Issuer” means DBTCA and any other Lender or Affiliate of a Lender that becomes an
L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an
issuer of Letters of Credit (including Existing Letters of Credit) hereunder, or any successor
issuer of Letters of Credit hereunder.



          “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount
of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings.



          “Lender” has the meaning specified in the introductory paragraph to this Agreement
and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their
respective successors and assigns as permitted hereunder, each of which is referred to herein as a
“Lender”.



          “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 Existing Letter of Credit or any letter of credit issued
hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter 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 relevant L/C Issuer.



          “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior
to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is
not a Business Day, the next preceding Business Day).



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          “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and
(b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is
part of, and not in addition to, the Revolving Credit Facility.



          “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 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 Capitalized Lease having substantially the same economic effect as any of the
foregoing).



          “Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the
form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.



          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the
Guaranty, (iv) the Collateral Documents, (v) the Intercompany Note and (vi) each Letter of Credit
Application.



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



          “Management Stockholders” means the members of management of the Borrower or its
Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.



          “Master Agreement” has the meaning specified in the definition of “Swap Contract”.



          “Material Adverse Change” means any change, event, circumstance or occurrence that,
individually or in the aggregate, is (or would reasonably be expected to be) materially adverse to
the condition (financial or otherwise) assets, liabilities, results of operations or prospects of
the Business (as defined in the Merger Agreement), taken as a whole, or any material impairment or
delay of Target’s ability to effect the Transaction (as defined in the Merger Agreement) or to
perform its obligations under the Merger Agreement other than any (i) change, event, circumstance,
occurrence, impairment or delay occurring or arising after the date hereof (A) relating to any
general, national, international or regional economic or financial conditions generally affecting
the commercial radio broadcast industry that does not
disproportionately (compared with other radio operators) affect the Business (as defined in
the Merger Agreement), (B) resulting from or otherwise attributable to the public announcement of
the Transaction, the identity of Borrower or the public announcement of any other transaction by
the Borrower, (C) resulting from any action taken by the Borrower with respect to the exercise of
its rights under Section 5.5(a) of the Merger Agreement, (D) relating to the radio industry
generally due to competition from outside the terrestrial commercial radio broadcast industry that
does not disproportionately (compared with other radio operators) affect the Business (as defined
in the Merger Agreement), or (E) due to, resulting from or otherwise attributable to any violation
of the terms of the Merger Agreement by the Borrower; (ii) any change, event, circumstance,
occurrence, impairment or delay described and referred to in Schedule 6.2(f) of the Merger
Agreement; or (iii) any change in any federal, state, local, municipal, foreign, international,



-31-









 







multinational or other constitution, law, ordinance, principle of common law, code, regulation,
statute or treaty or accounting standards or interpretations thereof that is of general
application.



          “Material Adverse Effect” means (a) a material adverse effect on the business,
operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and
its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or
the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan
Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse
effect on the rights and remedies of the Lenders under any Loan Document.



          “Maturity Date” means (a) with respect to the Revolving Credit Facility and Swing Line
Loans, May 5, 2012 and (b) with respect to the Term Loans, May 5, 2013.



          “Maximum Rate” has the meaning specified in Section 10.10.



          “Merger” has the meaning set forth in the preliminary statements to this Agreement.



          “Merger Agreement” means the Agreement and Plan of Merger dated as of October 31,
2005, between Target, Borrower, Merger Sub and the Stockholder Representative.



          “Merger Consideration” means the total funds required to consummate the Merger.



          “Merger Sub” has the meaning set forth in the preliminary statements to this
Agreement.



          “Merrill Lynch” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.



          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



          “Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and
mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of
the Secured Parties substantially in form and substance reasonably satisfactory to the
Collateral Agent (taking account of relevant local Law matters), and any other mortgages
executed and delivered pursuant to Section 6.11.



          “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).



          “Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of
“Collateral and Guarantee Requirement”.



          “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Loan Party 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:



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          (a) with respect to the Disposition of any asset by Holdings, the Borrower or any
Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash
and Cash Equivalents received in connection with such Disposition or Casualty Event
(including any cash or Cash Equivalents received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when so
received and, with respect to any Casualty Event, any insurance proceeds or
condemnation awards in respect of such Casualty Event actually received by or paid to
or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii)
the sum of (A) the principal amount, premium or penalty, if any, interest and other
amounts on any Indebtedness that is secured by the asset subject to such Disposition or
Casualty Event and that is required to be repaid (and is timely repaid) in connection
with such Disposition or Casualty Event (other than Indebtedness under the Loan
Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment
banking fees, survey costs, title insurance premiums, and related search and recording
charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and
brokerage, consultant and other customary fees) actually incurred by Holdings, the
Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty
Event, (C) taxes paid or reasonably estimated to be actually payable in connection
therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such
asset or assets established in accordance with GAAP and (y) any liabilities associated
with such asset or assets and retained by Holdings, the Borrower or any Restricted
Subsidiary after such sale or other disposition thereof, including pension and other
post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction and it being
understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i)
received upon the Disposition of any non-cash consideration received by Holdings, the
Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the
reversal (without the satisfaction of any applicable liabilities in cash in a
corresponding amount) of
any reserve described in clause (D) of the preceding sentence or, if such
liabilities have not been satisfied in cash and such reserve is not reversed within
three hundred and sixty-five (365) days after such Disposition or Casualty Event, the
amount of such reserve; provided that (x) no net cash proceeds calculated in
accordance with the foregoing realized in a single transaction or series of related
transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall
exceed $5,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds
under this clause (a) in any fiscal year until the aggregate amount of all such net
cash proceeds in such fiscal year shall exceed $10,000,000 (and thereafter only net
cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this
clause (a)); and




          (b) with respect to the incurrence or issuance of any Indebtedness by Holdings,
the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the
cash received in connection with such incurrence or issuance over (ii) the investment
banking fees, underwriting discounts, commissions, costs and other out-of-pocket
expenses and other customary expenses, incurred by Holdings, the



-33-









 







Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.



          “Non-Cash Charges” has the meaning set forth in the definition of the term
“Consolidated EBITDA”.



          “Non-Consenting Lenders” has the meaning specified in Section 3.07(d).



          “Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).



          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of
any transaction or event or of Excess Cash Flow, that such amount (a) was not required to be
applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in
determining the permissibility of a transaction under the Loan Documents where such permissibility
was (or may have been) contingent on receipt of such amount or utilization of such amount for a
specified purpose. The Borrower shall promptly notify the Administrative Agent of any application
of such amount as contemplated by (b) above.



          “Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context
may require.



          “Notice of Intent to Cure” has the meaning specified in Section 6.02(b).



          “NPL” means the National Priorities List under CERCLA.



          “Obligations” means all (x) advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising, (y) obligations of any Loan Party and its Subsidiaries arising under
any Secured Hedge Agreement and (z) Cash Management Obligations, in each of clauses (x), (y) and
(z) including interest and fees that accrue after the commencement by or against any Loan Party or
Subsidiary 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.
Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the
Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan
Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest,
Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs,
indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document
and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in
respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or
advance on behalf of such Loan Party or such Subsidiary.



          “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



-34-









 







partnership, joint
venture or other applicable agreement of formation or organization and, if applicable, any
agreement, instrument, filing or notice with respect thereto filed in connection with its formation
or organization with the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such
entity.



          “Other Taxes” has the meaning specified in Section 3.01(b).



          “Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans
and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any
refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a
Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and
(b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date
after giving effect to any L/C Credit Extension occurring on such date and any other changes
thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings
under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters
of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on such date.



          “Participant” has the meaning specified in Section 10.07(e).



          “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 Section 412 of the Code
or Section 302 or Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA
Affiliate or to which any Loan Party 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 (5) plan years.



          “Permits” means any and all franchises, licenses, permits, approvals, notifications,
certifications, registrations, authorizations, exemptions, qualifications, and other rights,
privileges and approvals required for the operation of the Borrower’s business under its
organizational documents or under any loan treaty, rule or regulation or determination of an
arbitrator or a court other Governmental Authority, in each case applicable or binding upon such
Person or any of its property or to which such Person or any of its property is subject.



          “Permitted Acquisition” has the meaning specified in Section 7.02(i).



          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity
Interests of Holdings (and, after a Qualifying IPO, of the Borrower or any Intermediate Holding
Company) to the extent permitted hereunder.



          “Permitted Holders” means each of (i) the Sponsors, (ii) Cumulus, (iii) the Dickey
Family and (iv) the Management Stockholders; provided that if the Management



-35-









 







Stockholders own beneficially or of record more than ten percent (10%) of the outstanding voting stock of
Holdings in the aggregate, they shall be treated as Permitted Holders of only ten percent (10%) of
the outstanding voting stock of Holdings at such time.



          “Permitted Holdings Debt” has the meaning specified in Section 7.03(r).



          “Permitted Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided
that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced,
refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium
thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such modification, refinancing, refunding, renewal or extension and by an amount
equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted
Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of
Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default
shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced,
refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(v) or
7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or
extended is subordinated in right of payment to the Obligations, such modification, refinancing,
refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at
least as favorable to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and
conditions (including, if applicable, as to collateral but excluding as to subordination, interest
rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended
Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the
Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded,
renewed or extended; provided that a certificate of a Responsible Officer delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has
determined in good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Borrower within such five Business Day period that it disagrees
with such determination (including a reasonable description of the basis upon which it disagrees)
and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person
who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.



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



-36-









 





          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section
412 of the Code or Section 302 or Title IV of ERISA, any ERISA Affiliate.



          “Pledged Debt” has the meaning specified in the Security Agreement.



          “Pledged Equity” has the meaning specified in the Security Agreement.



          “Post-Acquisition Period” means, with respect to any Permitted Acquisition or
conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary, the period beginning
on the date such Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted
Restricted Subsidiary is consummated and ending on the last day of the sixth full consecutive
fiscal quarter immediately following the date on which such Permitted Acquisition or conversion of
an Unrestricted Subsidiary to a Converted Restricted Subsidiary is consummated.



          “Principal L/C Issuer” means DBTCA and any L/C Issuer that has issued Letters of
Credit having an aggregate Outstanding Amount in excess of $500,000.00.



          “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a
fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the
applicable Acquired Entity or Business or a Converted Restricted Subsidiary or the Consolidated
EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA
or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a
result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing
reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred
during such Post-Acquisition Period, in each case in connection with the combination of the
operations of such Acquired Entity or Business or such Converted Restricted Subsidiary with the
operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such
actions are taken during such Post-Acquisition Period or such costs are incurred during such
Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional
costs, as applicable, it may be assumed, for purposes of projecting such pro forma
increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that
such cost savings will be realizable during the entirety of such Test Period, or such additional
costs, as applicable, will be incurred during the entirety of such Test Period; provided,
further, that any such pro forma increase or decrease to such Acquired
EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost
savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, for such Test Period.



          “Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).



          “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean,
with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable,
the Pro Forma Adjustment shall have been made and (B) all Specified Transactions
and the following transactions in connection therewith shall be deemed to have occurred as of the
first day of the applicable period of measurement in such test or covenant: (a) income statement



-37-









 







items (whether positive or negative) attributable to the property or Person subject to such
Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity
Interests in any Subsidiary of the Borrower or any division, product line, or facility used for
operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a
Permitted Acquisition, conversion of an Unrestricted Subsidiary to a Converted Restricted
Subsidiary or Investment described in the definition of “Specified Transaction”, shall be included,
(b) any retirement or repayment of Indebtedness, and (c) any Indebtedness incurred or assumed by
the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period
for purposes of this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination; provided that,
without limiting the application of the Pro Forma Adjustment pursuant to (A) above,
the foregoing pro forma adjustments may be applied to any such test or covenant
solely to the extent that such
adjustments are consistent with the definition of Consolidated EBITDA and give effect to
events (including operating expense reductions) that are (i) (x) directly attributable to such
transaction, (y) expected to have a continuing impact on the Borrower and the Restricted
Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of
Pro Forma Adjustment, provided, further, that no pro
forma adjustments shall apply to the consummation of the Transaction except as expressly
contemplated in the definitions of “Consolidated EBITDA” and “Consolidated Interest Expense”.



          “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).



          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the Commitment of such Lender under the applicable Facility or Facilities at such time and the
denominator of which is the amount of the Aggregate Commitments of all Lenders under the applicable
Facility or Facilities at such time; provided that if such Commitment has been terminated,
then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any subsequent assignments
made pursuant to the terms hereof.



          “Projections” shall have the meaning set forth in Section 6.01(c).



          “Qualified Equity Interests” means any Equity Interests that are not Disqualified
Equity Interests.



          “Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of
Holdings, any Subsidiary (an “Intermediate Holding Company”) of Holdings that, directly or
indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower or the
Borrower of its common Equity Interests in an underwritten primary public offering (other than a
public offering pursuant to a registration statement on Form S-8) pursuant to an effective
registration statement filed with the SEC in accordance with the Securities Act (whether alone or
in connection with a secondary public offering).



          “Refinanced Term Loans” has the meaning specified in Section 10.01.



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          “Register” has the meaning set forth in Section 10.07(d).



          “Regulation D” shall mean Regulation D of the FRB as from time to time in effect and
any successor to all or a portion thereof establishing reserve requirements.



          “Rejection Notice” has the meaning set forth in Section 2.05(b)(vii).



          “Replacement Term Loans” has the meaning specified in Section 10.01.



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



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



          “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c)
aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and
unused Revolving Credit 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, vice president,
chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party
and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a
Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.



          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of Holdings, 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,
defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of
any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the
equivalent Persons thereof).



          “Restricted Subsidiary” means any Subsidiary of the Borrower other than an
Unrestricted Subsidiary.



          “Revolving Commitment Increase” has the meaning set forth in Section 2.15(a).



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          “Revolving Commitment Increase Lender” has the meaning set forth in Section 2.15(a).



          “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having
the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section
2.01(b).



          “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b)
purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the
caption “Revolving Credit Commitment” 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, including, if applicable, pursuant to Section 2.15. The aggregate
Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000 on the Closing
Date, as such amount may be adjusted from time to time in accordance with the terms of this
Agreement.



          “Revolving Credit Exposure” means, at any time, as to each Revolving Credit Lender,
the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit
Loans at such time and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at
such time.



          “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time.



          “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.



          “Revolving Credit Loan” has the meaning specified in Section 2.01(b).



          “Revolving Credit Note” means a promissory note of the Borrower payable to any
Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto,
evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting
from the Revolving Credit Loans made by such Revolving Credit Lender.



          “Rollover Amount” has the meaning set forth in Section 7.16(b).



          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.



          “Same Day Funds” means, with respect to disbursements and payments, immediately
available funds in Dollars.



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



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          “Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is
entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.



          “Secured Obligations” has the meaning specified in the Security Agreement.



          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent,
the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and
each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to
Section 9.01(c).



          “Securities Act” means the Securities Act of 1933.



          “Security Agreement” means, collectively, the Security Agreement executed by the Loan
Parties, substantially in the form of Exhibit G, together with each other security agreement
supplement executed and delivered pursuant to Section 6.11.



          “Security Agreement Supplement” has the meaning specified in the Security Agreement.



          “Senior Subordinated Notes” means $250,000,000 in aggregate principal amount of the
Borrower’s
97/8% senior subordinated notes due 2014.



          “Senior Subordinated Notes Documentation” means the Senior Subordinated Notes, and all
documents executed and delivered in connection with the Senior Subordinated Notes, including the
Senior Subordinated Notes Indenture.



          “Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated
Notes, dated as of May 5, 2006.



          “Sold Entity or Business” has the meaning set forth in the definition of the term
“Consolidated EBITDA”.



          “Solvent” and “Solvency” mean, with respect to any Person on any date of
determination, that on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c)
such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an unreasonably small capital. The
amount of contingent liabilities at any time shall be computed as the amount that, in the 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.



          “SPC” has the meaning specified in Section 10.07(h).



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          “Specified Transaction” means, with respect to any period, any Investment,
Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation,
Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires
“Pro Forma Compliance” with a test or covenant hereunder or requires such test or
covenant to be calculated on a “Pro Forma Basis”.



          “Sponsor Management Agreement” means the Management Agreement between certain of the
management companies associated with the Sponsors and the Borrower.



          “Sponsor Termination Fees” means the one-time payment under the Sponsor Management
Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of
either a Change of Control or the completion of a Qualifying IPO.



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



          “Stations” means all media broadcasting facilities owned by the Borrower or any of its
Restricted Subsidiaries for which licenses, permits and authorizations have been issued by the FCC.



          “StickCo” means CMP KC, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of Cumulus IPO Corp.



          “StickCo Credit Documents” shall mean, collectively, that certain Credit Agreement,
dated as of May 3, 2006, among StickCo, various lenders party thereto, Deutsche Bank Trust Company
Americas, as administrative agent, UBS Securities LLC, as syndication agent and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as co-documentation
agents and the various guaranties, security agreements and other notes and agreements entered into
in connection therewith.



          “Stockholder Representative” means Craig W. Bremer, solely in his capacity as the
initial stockholders’ representative under the Merger Agreement.



          “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.



          “Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are
Guarantors.



          “Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the
Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured



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Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement
delivered pursuant to Section 6.11.



          “Successor Company” has the meaning specified in Section 7.04(d).



          “Supplemental Administrative Agent” has the meaning specified in Section 9.13 and
“Supplemental Administrative Agents” shall have the corresponding meaning.



          “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.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contract has 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 Contract, 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).



          “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



          “Swing Line Facility” means the revolving credit facility made available by the Swing
Line Lender pursuant to Section 2.04.



          “Swing Line Lender” means DBTCA, in its capacity as provider of Swing Line Loans, or
any successor swing line lender hereunder.



          “Swing Line Loan” has the meaning specified in Section 2.04(a).



          “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.



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          “Swing Line Note” means a promissory note of the Borrower payable to any Swing Line
Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the
aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line
Loans made by such Swing Line Lender.



          “Swing Line Obligations” means, as at any date of determination, the aggregate
principal amount of all Swing Line Loans outstanding.



          “Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b)
the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and
not in addition to, the Revolving Credit Commitments.



          “Syndication Agent” means UBSS, as Syndication Agent under this Agreement.



          “Target” means Susquehanna Pfaltzgraff Co., a Delaware corporation.



          “Taxes” has the meaning specified in Section 3.01(a).



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



          “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to
the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount
set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Commitment”
or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
The initial aggregate amount of the Term Commitments is $700,000,000.



          “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan
at such time.



          “Term Loan” means a Loan made pursuant to Section 2.01(a).



          “Term Note” means a promissory note of the Borrower payable to any Term Lender or its
registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the
aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made
by such Term Lender.



          “Test Period” means, for any determination under this Agreement, the four consecutive
fiscal quarters of the Borrower then last ended provided that for purposes of any calculation of
Consolidated Interest Expense for any “Test Period” ending prior to the first anniversary of the
Closing Date, Consolidated Interest Expense shall be calculated in accordance with the last
sentence appearing in the definition of “Consolidated Interest Expense”.



          “Threshold Amount” means $15,000,000.



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          “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a)
Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such
Test Period.



          “Total Outstandings” means, at any time, the aggregate Outstanding Amount of all Loans
and all L/C Obligations at such time.



          “Tranche” means a category of Commitments or Credit Extensions thereunder. For
purposes hereof, each of the following comprises a separate Tranche: (a) the unused Revolving
Commitments, the outstanding Revolving Credit Loans and L/C Obligations in respect of Letters of
Credit and (b) the outstanding Term Loans.



          “Transaction” means, collectively, (a) the Equity Contribution, (b) the Cumulus Equity
Contribution, (c) the Merger, (d) the issuance of the Senior Subordinated Notes, (e) the funding of
the Term Loans and up to $25,000,000 of Revolving Credit Loans on the Closing Date, (f) the
consummation of any other transactions in connection with the foregoing, and (g) the payment of the
fees and expenses incurred in connection with any of the foregoing.



          “Transaction Documents” means the Merger Agreement and all other material documents,
instruments and certificates contemplated by the Merger Agreement.



          “Transaction Expenses” means any fees or expenses incurred or paid by Holdings, any
direct or indirect parent holding company of Holdings, the Borrower or any Restricted Subsidiary in
connection with the Transaction, this Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby.



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



          “UBSS” means UBS Securities LLC and any successor thereto by merger, consolidation or
otherwise.



          “Unaudited Financial Statements” has the meaning set forth in Section 4.01(f).



          “Uniform Commercial Code” means the Uniform Commercial Code as the same may from time
to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or
statute) of another jurisdiction, to the extent it may be required to apply to any item or items of
Collateral.



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



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



          “Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule
1.01C and (ii) any Subsidiary of the Borrower designated by the board of directors of Holdings as
an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the date hereof.



          “U.S. Lender” has the meaning set forth in Section 10.15(b).



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          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: (i) the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by
(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.



          “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such
Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying
shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are
owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.



          Section 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 meanings of defined terms are equally applicable to the singular and
plural forms of the defined terms.




          (b) (i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of
similar import when used in any Loan Document shall refer to such Loan Document as a
whole and not to any particular provision thereof.




          (ii) Article, Section, Exhibit and Schedule references are to the Loan Document
in which such reference appears.




          (iii) The term “including” is by way of example and not limitation.




          (iv) The term “documents” includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other writings,
however evidenced, whether in physical or electronic form.




          (c) 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”.




          (d) 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.



          Section 1.03. Accounting Terms. (a) 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 in a manner consistent with that used
in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.



-46-









 





          (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance
with any test or covenant contained in this Agreement with respect to any period during which any
Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be
calculated with respect to such period and such Specified Transaction on a Pro
Forma Basis.



          Section 1.04. Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to
be permitted under 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).



          Section 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including the Loan
Documents) and other contractual instruments shall be deemed to include all subsequent amendments,
restatements, amendments and restatements, extensions, supplements and other modifications thereto,
but only to the extent that such amendments, restatements, amendments and restatements, extensions,
supplements and other modifications are permitted by any Loan Document; and (b) references to any
Law shall include
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.



          Section 1.06. Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as applicable).



          Section 1.07. Timing of Payment of Performance. When the payment of any obligation
or the performance of any covenant, duty or obligation is stated to be due or performance required
on a day which is not a Business Day, the date of such payment (other than as described in the
definition of Interest Period) or performance shall extend to the immediately succeeding Business
Day.



          Section 1.08. Currency Equivalents Generally. Any amount specified in this Agreement
(other than in Articles 2, 9 and 10) or any of the other Loan Documents to be in Dollars shall also
include the equivalent of such amount in any currency other than Dollars, such equivalent amount to
be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable
currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any
Reuters World Currency Page, by reference to such other publicly available service for displaying
exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the
absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency exchange operations
in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time)
on such date for the purchase of Dollars for delivery two Business Days later). Notwithstanding
the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with
respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default
shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after
the time such Indebtedness or Investment is incurred; provided that, for the avoidance of
doubt, the foregoing



-47-









 







provisions of this Section 1.08 shall otherwise apply to such Sections,
including with respect to determining whether any Indebtedness or Investment may be incurred at any
time under such Sections.



          Section 1.09. Change of Currency. Each provision of this Agreement shall be subject
to such reasonable changes of construction as the Administrative Agent may from time to time
specify with the Borrower’s consent to appropriately reflect a change in currency of any country
and any relevant market conventions or practices relating to such change in currency.



ARTICLE II




The Commitments and Credit Extensions




          Section 2.01. The Loans. (a) The Term Borrowings. Subject to the terms and
conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single
loan denominated in Dollars in a principal amount equal to such Term Lender’s Term Commitment on
the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be
reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein.



          (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein,
each Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower
(each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until
the Maturity Date for the Revolving Credit Facility, in an aggregate principal amount not to exceed
at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided
that (i) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of
the Revolving Credit Loans of any Lender, plus such
Lender’s Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such
Lender’s Pro Rata Share of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit
Commitment and (ii) the aggregate principal amount of Revolving Credit Loans made on the Closing
Date shall not exceed $25,000,000. Within the limits of each Lender’s Revolving Credit Commitment,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section
2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.



          Section 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term
Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans
from one Type to the other, and each continuation of Eurocurrency 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 12:30 p.m. (New York, New
York time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation
of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and
(ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or
conversion of any Eurocurrency Rate Loans to Base Rate Loans. 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



-48-









 







Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of
$500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(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 Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit
Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a
continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Term Loans or Revolving Credit 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 Committed Loan Notice or fails to give a timely notice requesting a conversion or
continuation, then the applicable Term Loans or Revolving Credit 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
Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one (1) month.



          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Share of the applicable Class of 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 or
continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender
shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the
Administrative Agent’s Office not later than 1:00 p.m., in each case on the Business Day specified
in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account of the Borrower on the
books of DBTCA 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 that if, on the date the Committed Loan Notice with respect to such
Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full of any such
L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and
third, to the Borrower as provided above.



          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the
Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the
existence of an Event of Default, the Administrative Agent or the Required Lenders may require that
no Loans may be converted to or continued as Eurocurrency Rate Loans.



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



          (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all
conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all
continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more
than ten (10) Interest Periods in effect.



          (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the
date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to
make the Loan to be made by such other Lender on the date of any Borrowing.



          Section 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) On
and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under
this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date.
Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon
the agreements of the other Revolving Credit 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 denominated in Dollars on a sight basis for the account
of the Borrower (provided that any Letter of Credit may be for the benefit of any
Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in
accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the
Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to
this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit
Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in
any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit
Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y) the
Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.



          (ii) An L/C Issuer shall be under no 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 such L/C Issuer
from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of



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Credit in particular or shall impose upon such L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was
not applicable on the Closing Date (for which such L/C Issuer is not otherwise
compensated hereunder);




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




          (C) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have
approved such expiry date;




          (D) the issuance of such Letter of Credit would violate any Laws binding upon
such L/C Issuer;




          (E) such Letter of Credit is in an initial amount less than $100,000, in the
case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter
of Credit; or




          (F) any Revolving Credit Lender is a Defaulting Lender at such time, unless
such L/C Issuer has entered into arrangements reasonably satisfactory to it and the
Borrower to eliminate such L/C Issuer’s risk with respect to the participation in
Letters of Credit by such Defaulting Lender, including by cash collateralizing such
Defaulting Lender’s Pro Rata Share of the L/C Obligations.




     (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.



          (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal 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 an 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 Company. Such Letter of Credit Application must be received by the
relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2)
Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in
each case, such later date and time as the relevant L/C Issuer may agree in a particular instance
in its sole discretion. 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
relevant 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



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of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may
reasonably request. 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
relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment
thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such
other matters as the relevant L/C Issuer may reasonably request.




     (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from the
Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy
thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative
Agent that the requested issuance or amendment is permitted in accordance with the terms
hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Borrower or enter into the
applicable amendment, as the case may be. Immediately upon the issuance of each Letter of
Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share
times the amount of such Letter of Credit.




     (iii) If the Borrower so requests in any applicable Letter of Credit Application, the
relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal
provisions (each, an “Auto-Renewal Letter of Credit”); provided that any
such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such
renewal 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 “Nonrenewal 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 relevant
L/C Issuer, the Borrower shall not be required to make a specific request to the relevant
L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to
permit the renewal of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not
permit any such renewal if (A) the relevant L/C Issuer has determined that it would
have no obligation at such time to issue such Letter of Credit in its renewed form under the
terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it
has received notice (which may be by telephone or in writing) on or before the day that is
five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any
Revolving Credit Lender or the Borrower that one or more of the applicable conditions
specified in Section 4.02 is not then satisfied.




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



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     (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
relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not
later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under
a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing, together
with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed
on the date of such payment of disbursement. If the Borrower fails to so reimburse such L/C Issuer
by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of
such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to
have requested a Revolving Credit 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 Revolving Credit Commitments of the Appropriate Lenders and the
conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any
notice given by an 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 Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon
any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent
for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office
for payments in an amount equal to its Pro Rata Share 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 Appropriate Lender that
so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the relevant L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Credit 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 relevant 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
Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.




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



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     (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse an 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 relevant 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 that each Revolving Credit Lender’s obligation to make Revolving
Credit 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 relevant L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.




     (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the relevant 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), such 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 such L/C Issuer at a rate per annum equal to the Federal Funds Rate
from time to time in effect. A certificate of the relevant L/C Issuer submitted
to any Revolving Credit Lender (through the Administrative Agent) with respect to any
amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.



          (d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment
under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C
Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent
receives for the account of such 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 Pro Rata Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s L/C Advance was
outstanding) in the same funds as those received by the Administrative Agent.



          (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer
pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described
in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its
discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such
L/C Issuer its Pro Rata Share 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.




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          (e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer
for each drawing under each Letter of Credit issued by it 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 agreement or instrument relating thereto;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any
Loan Party 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 relevant 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;




     (iv) any payment by the relevant 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 relevant 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;




     (v) any exchange, release or nonperfection of any Collateral, or any release or
amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for
all or any of the Obligations any Loan Party in respect of such Letter of Credit; or




     (vi) 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, any Loan Party;


provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower
to the extent of any direct damages (as opposed to consequential damages, claims in respect of
which are waived by the Borrower to the extent permitted by applicable Law) suffered by the
Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof.




          (f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under
a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any
document (other than any draft, demand, certificate or other document expressly




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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 Issuers,
any Agent-Related Person nor any of the respective correspondents, participants or assignees of any
L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any
Letter of Credit or Letter of Credit Application. 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 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 Issuers, any Agent-Related Person, nor any of the
respective correspondents, participants or assignees of any L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e);
provided that anything in such clauses to the contrary notwithstanding, the Borrower may
have a claim against an L/C Issuer, and such 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 the Borrower proves were
caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or
grossly negligent failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a draft, demand, certificate or other document strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each 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 no L/C Issuer
shall 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 any Event of Default occurs and is continuing and the
Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash
Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth
under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then
Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined
as of the date of such Event of Default), and shall do so not later than 2:00 P.M., New York City
time, on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the
Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New
York City time, or (2) if clause (1) above does not apply, the Business Day immediately following
the day that the Borrower receives such notice and (y) in the case of the immediately preceding
clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs
or, if such day is not a Business Day, the Business Day immediately succeeding such day. For
purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for
the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to
documentation in form and substance reasonably satisfactory to the Administrative Agent and the
relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such
term have corresponding meanings. The Borrower hereby




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grants to the Administrative Agent, for the
benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked accounts at DBTCA and may be invested in readily available Cash Equivalents. If at any
time the Administrative Agent determines that any funds held as Cash Collateral are subject to any
right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties)
or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C
Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the deposit accounts at DBTCA
as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the
total amount of funds, if any, then held as Cash Collateral that the Administrative Agent
reasonably determines to be free and clear of any such right and claim. Upon the drawing of any
Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to
the
extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent
the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and
so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the
Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize
any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required
Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash
Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.




          (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account
of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for
each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the
daily maximum amount then available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit, if such maximum amount increases
periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be
computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in
Dollars 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 on demand. If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each 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.




          (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower
shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each
Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available
to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under
such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such
Letter of Credit). Such fronting fees shall be (x) computed on a quarterly basis in arrears and
(y) 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 on demand. In addition, the Borrower shall
pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and




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other standard costs and charges, of such 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 (10) Business Days of demand and are nonrefundable.




          (j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary
in this Agreement, in the event of any conflict between the terms hereof and the terms of any
Letter of Credit Application, the terms hereof shall control.




          (k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer
hereunder pursuant to a written agreement among the Borrower, the
Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify
the Revolving Credit Lenders of any such additional L/C Issuer.




          Section 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a
“Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the
Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not
to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of
Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lender’s Revolving Credit Commitment; provided that (i) after giving
effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of
any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect and (ii)
notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line
Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender
has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing
Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans,
including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount
of Swing Line Loans; provided further that, the Borrower shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the
making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation
in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the
amount of such Swing Line Loan.




          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof,
and (ii) the requested borrowing date, which shall be a




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Business Day. Each such telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan
Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m.
on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make
such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence
of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender
will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower.




          (c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and
absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the
Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate
Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal amount of Base Rate
Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the
conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy
of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount
specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for
the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m.
on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan
to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the
Swing Line Lender.





     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans
submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by
the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation
in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.




     (iii) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender



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(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 Swing Line Lender at a rate per annum equal to the
Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.




(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(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 Swing Line Lender, 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 that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower to repay
Swing Line Loans, together with interest as provided herein.




(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender
has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will
distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s risk
participation was funded) in the same funds as those received by the Swing Line Lender.



          (ii) If any payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement entered into by the
Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line
Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate per annum equal
to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the
Swing Line Lender.




          (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for
invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender
funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such
Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be
solely for the account of the Swing Line Lender.




          (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal
and interest in respect of the Swing Line Loans directly to the Swing Line Lender.




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          Section 2.05. Prepayments . (a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in
part without premium or penalty; provided that (1) such notice must be received by the
Administrative Agent not later than 12:30 p.m. (New York, New York time) (A) three (3) Business
Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment
of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of
$2,500,000 or a whole multiple of $500,000 in excess thereof; and (3) 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, the Class(es) and Type(s) of Loans to be
prepaid and, in the case of a prepayment of Term Loans, the manner in which such prepayment shall
be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the
event such notice fails to specify the manner in which the respective prepayment of Term Loans
shall be applied to repayments thereof required pursuant to Section 2.07(a), such prepayment of
Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to
Section 2.07(a). The Administrative Agent will promptly notify each Appropriate Lender of its
receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 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. Any
prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.05. Each prepayment of the
Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with
their respective Pro Rata Shares.





     (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans
in whole or in part without premium or penalty; provided that (1) such notice must
be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m.
on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal
amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and
amount 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.




     (iii) Notwithstanding anything to the contrary contained in this Agreement, the
Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if
such prepayment would have resulted from a refinancing of all of the Facilities, which
refinancing shall not be consummated or shall otherwise be delayed.



          (b) Mandatory. (i) Within five (5) Business Days after financial statements have been
delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered
pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate
principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for
the fiscal year covered by such financial statements (commencing with the fiscal year ended
December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during




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such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal
year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such
payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such
prepayments are not funded with the proceeds of Indebtedness; provided that (x) the
percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Total
Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less
than 7.5:1.00 but greater than or equal to 6.5:1.00 and (y) no payment of any Loans shall be
required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal
year covered by such financial statements was less than 6.5:1.





     (ii) (A) If (x) Holdings, the Borrower or any of Restricted Subsidiary Disposes of any
property or assets (other than any Disposition of any property or assets permitted by
Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted
Subsidiary to a Loan Party), (e), (g), (h), (i), (j) or (n)) or (y) any Casualty Event
occurs, which in the aggregate results in the realization or receipt by Holdings, the
Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be
prepaid on or prior to the date which is ten (10) Business Days after the date of the
realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans
in an amount equal to 100% of all Net Cash Proceeds received; provided that no such
prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such
portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date,
given written notice to the Administrative Agent of its intent to reinvest in accordance
with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has
occurred and is then continuing);




     (B) With respect to any Net Cash Proceeds realized or received with respect to
any Disposition (other than any Disposition specifically excluded from the
application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the
Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in
assets useful for its business or its Restricted Subsidiaries within (x) thirteen
(13) months following receipt of such Net Cash Proceeds or (y) if the Borrower
enters into a legally binding commitment to reinvest such Net Cash Proceeds within
thirteen (13) months following receipt thereof, within one hundred and eighty (180)
days of the date of such legally binding commitment; provided that (i) so
long as an Event of Default shall have occurred and be continuing, the Borrower (x)
shall not be permitted to make any such reinvestments (other than pursuant to a
legally binding commitment that the Borrower entered into at a time when no Event of
Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds
which have been previously applied to prepay Revolving Loans to the prepayment of
Term Loans until such time as the relevant investment period has expired and no
Event of
Default is continuing and (ii) if any Net Cash Proceeds are no longer intended
to be or cannot be so reinvested at any time after delivery of a notice of
reinvestment election, an amount equal to any such Net Cash Proceeds shall be
applied within five (5) Business Days after the Borrower reasonably determines that
such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to
the prepayment of the Term Loans as set forth in this Section 2.05.



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     (iii) [Reserved].




     (iv) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any
Indebtedness not expressly permitted to be incurred or issued pursuant to any clause of
Section 7.03 (other than clause (t) of said Section), the Borrower shall cause to be prepaid
an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash
Proceeds received therefrom on or prior to the date which is five (5) Business Days after
the receipt of such Net Cash Proceeds.




     (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the
aggregate Revolving Credit Commitments then in effect (including pursuant to Section
2.17(b)), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving
Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided that the Borrower shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v)
unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such
aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in
effect.




     (vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in
direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and
each such prepayment shall be paid to the Lenders in accordance with
their respective Pro
Rata Shares, subject to clause (vii) of this Section 2.05(b).




     (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory
prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this
Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each
such notice shall specify the date of such prepayment and provide a reasonably detailed
calculation of the amount of such prepayment. The Administrative Agent will promptly notify
each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such
Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject
all or a portion of its Pro Rata Share of any mandatory prepayment of Term Loans required to
be made pursuant to clauses (i) through (iv) of this Section 2.05(b) by providing written
notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00
P.M. (New York time) one Business Day after the date of such Lender’s receipt of notice from
the Administrative Agent regarding such prepayment. Each Rejection Notice from a given
Lender shall
specify the principal amount of the mandatory repayment of Term Loans to be rejected by
such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent
within the time frame specified above or such Rejection Notice fails to specify the
principal amount of the Term Loans to be rejected, any such failure will be deemed an
acceptance of the total amount of such mandatory repayment of Term Loans. In the event a
Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of Term
Loans required pursuant to clauses (i) through (iv) of this Section 2.05(b), the rejected
portion of such Lender’s Pro Rata share of such prepayment shall be retained by the
Borrower.



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     Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together
with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than
the last day of an Interest Period therefor, any amounts owing in respect of such
Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other
provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be
continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this
Section 2.05(b), other than on the last day of the Interest Period therefor, in lieu of
making any payment pursuant to this Section 2.05(b) in respect of any such Eurocurrency Rate
Loan other than on the last day of the Interest Period therefor, the Borrower may, in its
sole discretion, deposit the amount of any such prepayment otherwise required to be made
thereunder into a Cash Collateral Account until the last day of such Interest Period, at
which time the Administrative Agent shall be authorized (without any further action by or
notice to or from the Borrower or any other Loan Party) to apply such amount to the
prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and
during the continuance of any Event of Default, the Administrative Agent shall also be
authorized (without any further action by or notice to or from the Borrower or any other
Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance
with this Section 2.05(b).



          Section 2.06. Termination or Reduction of Commitments. (a) Optional. The Borrower
may, upon written notice to the Administrative Agent, terminate the unused Commitments of any
Class, or from time to time permanently reduce the unused Commitments of any Class;
provided that (i) any such notice shall be received by the Administrative Agent three (3)
Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall
be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii)
if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be
automatically reduced by the amount of such excess. The amount of any such Commitment reduction
shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise
specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any
notice of termination of the Commitments if such termination would have resulted from a refinancing
of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.




          (b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently
reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).




          (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will
promptly notify the Lenders of any termination or reduction of unused portions of the Letter of
Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section
2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such
Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are
reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07).
All commitment fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.




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          Section 2.07. Repayment of Loans. (a) Term Loans. The Borrower shall repay to the
Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of
each March, June, September and December, commencing with the last Business Day of September, 2006,
an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term Loans
outstanding on the Closing Date (which payments shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the
Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on
such date.




          (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the
ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility
the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.




          (c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur
of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the
Revolving Credit Facility.




          Section 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period
plus the Applicable Rate; (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; and (iii) each Swing Line 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 for Revolving Credit Loans.




          (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.




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




          (d) All computations of interest hereunder shall be made in accordance with Section 2.10.




          Section 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and
(i):




          (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of
each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate with respect to commitment fees times the actual daily amount by which the
aggregate Revolving Credit Commitment exceeds the sum of (A)




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Outstanding Amount of Revolving Credit
Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee
accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to
the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the
Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such
commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and
provided, further, that no commitment fee shall accrue on any of the Commitments of
a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall
accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility,
including at any time during which one or more of the conditions in Article 4 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 for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in
arrears, and if there is any change in 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. The Borrower shall pay to the Agents 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 (except as expressly agreed
between the Borrower and the applicable Agent).




          Section 2.10. Computation of Interest and Fees. All computations of interest for Base
Rate Loans when the Base Rate is determined by DBTCA’s “prime rate” shall be made on the basis of a
year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual
days elapsed. 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 2.12(a), bear interest for one (1) day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.




          Section 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records maintained by such Lender and
evidenced by one or more entries in the Register maintained by the Administrative Agent, acting
solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each
case in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be prima facie evidence 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 payable to




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such Lender, 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 Section 2.11(a), each Lender and
the Administrative Agent shall maintain in accordance with its usual practice accounts or records
and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and
sales by such Lender of participations in Letters of Credit and Swing Line Loans. 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.




          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections
2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest
due and payable or to become due and payable from the Borrower to, in the case of the
Register, each Lender and, in the case of such account or accounts, such Lender, under this
Agreement and the other Loan Documents, absent manifest error; provided that the failure of
the Administrative Agent or such Lender to make an entry, or any finding that an entry is
incorrect, in the Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement and the other Loan Documents.




          Section 2.12. Payments Generally. (a) All payments to be made by 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 Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later
than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (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 2:00 p.m. shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue.




          (b) If any payment to be made by 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; provided that, if such
extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in
the next succeeding calendar month, such payment shall be made on the immediately preceding
Business Day.




          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date
any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make




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available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in Same Day Funds, then:





     (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in Same Day Funds, together with interest thereon in respect of
each day from and including the date such amount was made available by the Administrative
Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same
Day Funds at the Federal Funds Rate from time to time in effect; and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest
thereon for the period from the date such amount was made available by the Administrative
Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the applicable Federal Funds
Rate from time to time in effect. When such Lender makes payment to the Administrative
Agent (together with all accrued interest thereon), then such payment amount (excluding the
amount of any interest which may have accrued and been paid in respect of such late payment)
shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall
pay such amount to the Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest applicable to the
applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by such Lender
hereunder.



          A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this Section 2.12(c) shall be conclusive, absent manifest error.




          (d) 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 2, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article 4 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.




          (e) The obligations of the Lenders hereunder to make Loans and to fund participations in
Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to
make any Loan or to fund any such participation 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 or purchase its participation.




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          (f) 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.




          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the
Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the order of priority set forth
in Section 8.04. If the Administrative Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for
which the Loan Documents do not specify the manner in which such funds are to be applied, the
Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of
the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding
Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations
outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other
Obligations then owing to such Lender.




          Section 2.13. Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C
Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them
and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by
them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loans or such participations, as the case may be, Pro rata with each of
them; provided that if all or any portion of such excess payment is thereafter recovered
from the purchasing Lender under any of the circumstances described in Section 10.06 (including
pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase
shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share
(according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.09) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section 2.13 and will in
each case notify the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.




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          Section 2.14. [Reserved].




          Section 2.15. Incremental Credit Extensions. (a) The Borrower may at any time or
from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more
additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more
increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving
Commitment Increase”), provided that (i) both at the time of any such request and upon
the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default
shall exist and at the time that any such Incremental Term Loan is made (and after giving effect
thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance
with each of the covenants set forth in Section 7.11 determined on a Pro Forma
Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last
day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving
Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of
the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each
Revolving Commitment Increase shall be in an aggregate principal amount that is not less than
$20,000,000 (provided that such amount may be less than $20,000,000 if such amount
represents all remaining availability under the limit set forth in the next sentence).
Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans
and the Revolving Commitment Increases shall not exceed $200,000,000; provided that the
aggregate amount of the Revolving Commitment Increases shall not exceed $100,000,000. Each tranche
of Incremental Term Loans (a) shall rank pari passu in right of payment and of
security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the
Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated
substantially the same as the Term Loans (in each case, including with respect to mandatory and
voluntary prepayments); provided, however, that (i) except as provided in preceding
clauses (a) and (b), the terms and conditions applicable to a given tranche of Incremental Term
Loans may be materially different from those of the Term Loans to the extent such differences are
reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule
applicable to any tranche of Incremental Term Loans shall be determined by the Borrower and the
lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the
requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment
Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided,
by any existing Lender (and each existing Term Lender will have the right, but not an obligation,
to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have
the right to provide a portion of any Revolving Commitment Increase, in each case on terms
permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative
Agent) or by any other bank or other financial institution (any such other bank or other financial
institution being called an “Additional Lender”), provided that the Administrative
Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional
Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if
such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving
Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in
respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or
in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit
Lender, an increase in




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such Lender’s applicable Revolving Credit Commitment) under this Agreement
pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as
appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to
provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section,
provided, however, that no such amendment shall amend, modify or supplement any matter
described in the first or second proviso of Section 10.01 without the consent of the requisite
Lenders as provided in Section 10.01. The effectiveness of any Incremental Amendment shall be
subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing
Date”) of each of the conditions set forth in Section 4.02 (it being understood that all
references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be
deemed to refer to the effective date of such Incremental Amendment) and such other conditions as
the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans
and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender
shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless
it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (a)
each Revolving Credit Lender immediately prior to such increase will automatically and without
further act be deemed to have assigned to each Lender providing a portion of the Revolving
Commitment Increase (each, a “Revolving Commitment Increase Lender”) in respect of such
increase, and each such Revolving Commitment Increase Lender will automatically and without further
act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder
in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such
deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i)
participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans
held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender)
will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit
Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on
the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit
Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from
the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in
Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the
Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with
Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing,
pro rata borrowing and Pro rata payment requirements contained elsewhere in this Agreement shall
not apply to the transactions effected pursuant to the immediately preceding sentence.




          (b) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.




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ARTICLE III




Taxes, Increased Costs Protection and Illegality




          Section 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all
payments by the Borrower (the term Borrower under Article 3 being deemed to include any Subsidiary
for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender
under any Loan Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and all liabilities (including additions to tax, penalties and interest) with
respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured
by its net income or net profits (including branch profits), and franchise (and similar) taxes
imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision
thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or
maintains a Lending Office, and all liabilities (including additions to tax, penalties and
interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to
as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (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 3.01), each of such
Agent and such Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority in accordance with
applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts
or evidence are not available within thirty (30) days, as soon as possible thereafter), the
Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified
copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.
If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority
or fails to remit to any Agent or any Lender the required receipts or other required documentary
evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes,
interest or penalties that may become payable by such Agent or such Lender arising out of such
failure.




          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges
or similar levies which arise from any payment made under any Loan Document or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan
Document (hereinafter referred to as “Other Taxes”).




          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction
on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any
liability (including additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided such




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Agent or Lender, as the
case may be, provides the Borrower with a written statement thereof setting forth in reasonable
detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made
within thirty (30) days after the date such Lender or such Agent makes a demand therefor.




          (d) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional
amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender
or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such
Lender or Agent becomes a party to this Agreement) as a result of a change in the place of
organization of such Lender or Agent or a change in the lending office of such Lender, except to
the extent that any such change is requested or required in writing by the Borrower (and
provided that nothing in this clause (d) shall be construed as relieving the Borrower from
any obligation to make such payments or indemnification in the event of a change in lending office
or place of organization that precedes a change in Law to the extent such Taxes result from a
change in Law).




          (e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject
to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a
rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first
becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall
be considered excluded from Taxes unless and until such Lender or Agent, as the case may be,
provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at
such lesser rate only shall be considered excluded from Taxes for periods governed by such forms;
provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender
becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of
this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed
in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable
with respect to the Lender assignee on such date.




          (f) If any Lender or Agent determines, in its reasonable discretion, that it has received a
refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts
have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such
refund plus any interest included in such refund by the relevant taxing authority
attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as
the case may be and without interest (other than any interest paid by the relevant taxing
authority with respect to such refund); provided that the Borrower, upon the request
of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in
the event such party is required to repay such refund to the relevant taxing authority. Such
Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a
copy of any notice of assessment or other evidence of the requirement to repay such refund received
from the relevant taxing authority (provided that such Lender or Agent may delete any
information therein that such Lender or Agent deems confidential). Nothing herein contained shall
interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it
thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax




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returns or disclose any information relating to its tax affairs or any computations in respect
thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit
from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.




          (g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use
commercially reasonable efforts (subject to such Lender’s overall internal policies of general
application and legal and regulatory restrictions) to designate another Lending Office for any Loan
or Letter of Credit affected by such event; provided that such efforts are made on terms
that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no
economic, legal or regulatory disadvantage, and provided, further, that nothing in
this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights
of such Lender pursuant to Section 3.01(a) or (c).




          Section 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 Eurocurrency Rate Loans, or to determine or
charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to
the Borrower through the Administrative Agent, any obligation of such Lender to make or continue
Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency 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. Upon receipt of such notice, the Borrower shall upon
demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection
with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good
faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.




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




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          Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans. (a) If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, in each case after the date hereof, or
such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be)
issuing or participating in Letters of Credit, or a reduction in the amount received or receivable
by such Lender in connection with any of the foregoing (excluding for purposes of this Section
3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes as
to which Section 3.01 shall govern, (ii) changes in taxation of overall net income or overall gross
income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income
taxes, by the United States or any foreign jurisdiction or any political subdivision of either
thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iii)
reserve requirements contemplated by Section 3.04(c), then from time to time within fifteen (15)
days after demand by such Lender setting forth in reasonable detail such increased costs (with a
copy of such demand to the Administrative Agent given in accordance with Section 3.06), the
Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such
increased cost or reduction.




          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or
any change therein or in the interpretation thereof, in each case after the date hereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender as a consequence of
such Lender’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy and such Lender’s desired return on capital), then from time to time upon demand of such
Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of
return (with a copy of such demand to the Administrative Agent given in
accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts
as will compensate such Lender for such reduction within fifteen (15) days after receipt of such
demand.




          (c) The Borrower shall pay to each Lender, (i) 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, additional interest on the unpaid principal amount of each Eurocurrency 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 conclusive in the absence of
manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate
Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such
Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent manifest error) which in each case shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrower shall have received at least
fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional
interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the
relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen
(15) days from receipt of such notice.




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          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section
3.04 shall not constitute a waiver of such Lender’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender pursuant to Section
3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and
eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its
intention to demand, compensation therefor, provided, further, that, if the circumstance giving
rise to such increased cost or reduction is retroactive, then such 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.




          (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if
requested by the Borrower, use commercially reasonable efforts to designate another Lending Office
for any Loan or Letter of Credit affected by such event; provided that such efforts are
made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further,
that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the
Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).




          Section 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense 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;
or




     (b) any failure by the Borrower (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;


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




          For purposes of calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency 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
Eurocurrency Rate Loan was in fact so funded.




          Section 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or
any Lender claiming compensation under this Article 3 or Section 2.16 shall deliver a certificate
to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which
shall be conclusive in the absence of manifest error. In determining such amount, such Agent or
such Lender may use any reasonable averaging and attribution methods.




          (b) With respect to any Lender’s claim for compensation under Section 2.16, 3.01, 3.02, 3.03
or 3.04, the Borrower shall not be required to compensate such Lender for any




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amount incurred more
than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of
the event that gives rise to such claim; provided that, if the circumstance giving rise to
such claim is retroactive, then such 180-day period referred to above shall be extended to include
the period of retroactive effect thereof. If any Lender requests compensation by the Borrower
under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender to make or continue from one Interest Period to
another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until
the event or condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not
affect the right of such Lender to receive the compensation so requested.




          (c) If the obligation of any Lender to make or continue from one Interest Period to another
any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be
suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be
automatically converted into Base Rate Loans on the last day(s) of the then current Interest
Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by
Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04
hereof that gave rise to such conversion no longer exist:





     (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted,
all payments and prepayments of principal that would otherwise be applied to such Lender’s
Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and




     (ii) all Loans that would otherwise be made or continued from one Interest Period to
another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base
Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into
Eurocurrency Rate Loans shall remain as Base Rate Loans.



          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that
the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the
conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall
be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such
outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata
(as to principal amounts, interest rate basis, and Interest Periods) in accordance with their
respective Commitments.




          Section 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time
(i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in
Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases
to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section
3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting
Lender, then the Borrower may, on ten (10) Business Days’ prior




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written notice to the
Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such
Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be
paid by the Borrower in such instance) all of its rights and obligations under this Agreement to
one or more Eligible Assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person;
and provided, further, that (A) 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 and (B) in the case of any such assignment resulting from a Lender
becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the
applicable departure, waiver or amendment of the Loan Documents.




          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver
an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such
Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the
assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s
Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B)
all obligations of the Borrower owing to the assigning Lender relating to the Loans and
participations so assigned shall be paid in full by the assignee Lender to such assigning Lender
concurrently with such assignment and assumption and (C) upon such payment and, if so requested by
the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by
the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall
cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and
participations, except with respect to indemnification provisions under this Agreement, which shall
survive as to such assigning Lender.




          (c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C
Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing
of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably
satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account
in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made
with respect to each such outstanding Letter of Credit and the Lender that acts as the
Administrative Agent may not be replaced hereunder except in accordance with the terms of Section
9.09.




          (d) In the event that (i) the Borrower or the Administrative Agent has requested that the
Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any
amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all
affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a
certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or
amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed
a “Non-Consenting Lender”.




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          Section 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall
survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.




ARTICLE IV




Conditions Precedent to Credit Extensions




          Section 4.01. Conditions of Initial Credit Extension. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:





     (a) The Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise specified,
each properly executed by a Responsible Officer of the signing Loan Party, each in form
and substance reasonably satisfactory to the Administrative Agent and its legal
counsel:




     (i) executed counterparts of this Agreement and each Guaranty;




     (ii) a Note executed by the Borrower in favor of each Lender that has requested
a Note at least two Business Days in advance of the Closing Date;




     (iii) each Collateral Document set forth on Schedule 1.01B, duly executed by
each Loan Party thereto, together with:




          (A) certificates, if any, representing the Pledged Equity referred to therein
accompanied by undated stock powers executed in blank and instruments evidencing the
Pledged Debt indorsed in blank,




          (B) to the extent required under the Collateral and Guarantee Requirement,
opinions of local counsel for the Loan Parties in states in which the Mortgaged
Properties are located, with respect to the enforceability and perfection of the
Mortgages and any related fixture filings in form and substance reasonably
satisfactory to the Administrative Agent, and




          (C) evidence that all other actions, recordings and filings that the
Administrative Agent may deem reasonably necessary to satisfy the Collateral and
Guarantee Requirement shall have been taken, completed or otherwise provided for in
a manner reasonably satisfactory to the Administrative Agent;




     (iv) 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 reasonably 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 or is to be a party on the Closing Date;



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     (v) opinion from Simpson Thacher & Bartlett LLP, New York counsel to the Loan
Parties substantially in the form of Exhibit I;




     (vi) opinions from special FCC counsel and local counsel to the Loan Parties in
form, scope and substance reasonably satisfactory to the Administrative Agent;




     (vii) a certificate signed by a Responsible Officer of the Borrower, certifying
that there has been no change, effect, event or occurrence since December 31, 2005,
that has had or could reasonably be expected to result in a Material Adverse Change;




     (viii) a certificate attesting to the Solvency of the Loan Parties (taken as a
whole) on the Closing Date after giving effect to the Transaction, from the Chief
Financial Officer of the Borrower;




     (ix) evidence that all insurance (including title insurance) required to be
maintained pursuant to the Loan Documents has been obtained and is in effect and
that the Administrative Agent has been named as loss payee under each insurance
policy with respect to such insurance as to which the Administrative Agent shall
have requested to be so named;




     (x) certified copies of the Merger Agreement, duly executed by the parties
thereto, together with all material agreements, instruments and other documents
delivered in connection therewith as the Administrative Agent shall reasonably
request, each including certification by a Responsible Officer of the Borrower that
such documents are in full force and effect as of the Closing Date; and




     (xi) a Committed Loan Notice or Letter of Credit Application, as applicable,
relating to the initial Credit Extension.




       (b) All fees and expenses required to be paid hereunder and invoiced before the
Closing Date shall have been paid in full in cash.




       (c) Prior to the initial Credit Extension, (i) the Cumulus Equity Contribution
shall have occurred, and (ii) the KC Acquisition shall have been consummated in all
material respects in accordance with the terms of the KC Acquisition Agreement and in
compliance with applicable material Laws and regulatory approvals.




       (d) Prior to or simultaneously with the initial Credit Extension, (i) the Equity
Contributions shall have been funded in full in cash, (ii) the Borrower shall have
received (whether directly as a result of the Equity Contribution or as a result of an
equity contribution by Holdings) cash proceeds from the Equity Contribution in an
aggregate amount equal to at least $250,000,000, and (iii) the Merger shall be
consummated in all material respects in accordance with the terms of the Merger
Agreement and in compliance with applicable material Laws and regulatory
approvals.



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       (e) Prior to or simultaneously with the initial Credit Extensions, the Borrower
shall have received at least $250,000,000 in gross cash proceeds from the issuance of
the Senior Subordinated Notes.




       (f) Prior to or simultaneously with the initial Credit Extensions, the Borrower
shall have terminated the Existing Credit Agreement and taken all other necessary
actions (including causing KC Corp. to be released from its guaranty of the obligations
of StickCo under the StickCo Credit Documents) such that, after giving effect to the
Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness
or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the
Senior Subordinated Notes and (C) Indebtedness listed on Schedule 7.03(b) and (ii) the
Borrower shall have outstanding no Equity Interests (or securities convertible into or
exchangeable for Equity Interests or rights or options to acquire Equity Interests)
other than common stock owned by Holdings and preferred stock owned by Holdings, with
terms and conditions reasonably acceptable to the Arrangers to the extent material to
the interests of the Lenders.




       (g) The Arrangers and the Lenders shall have received (i) the Audited Financial
Statements and the audit report for such financial statements (which shall not be
subject to any qualification) and (ii) unaudited consolidated balance sheets and
related statements of income, stockholders’ equity and cash flows of Target and its
Subsidiaries for (A) each subsequent fiscal quarter ended after December 31, 2005 and
at least forty-five (45) days before the Closing Date, reviewed in accordance with SAS
100 by an independent accounting firm and (B) the extent reasonably available and, in
any event, excluding footnotes, each fiscal month after the most recent fiscal period
for which financial statements were received by the Arrangers and the Lenders as
described above and ended at least fifteen (15) days before the Closing Date
(collectively, the “Unaudited Financial Statements”), which financial
statements shall be prepared in accordance with GAAP.




       (h) The Arrangers and the Lenders shall have received the Pro
Forma Financial Statements.




       (i) On or prior to the date of the initial Credit Extensions, each Loan Party and
each other Subsidiary of Holdings which is an obligee or obligor with respect to any
intercompany Indebtedness shall have duly authorized, executed and delivered the
Intercompany Note, and the Intercompany Note shall be in full force and effect.



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





     (a) The representations and warranties of the Borrower and each other Loan Party
contained in Article 5 or any other Loan Document (except, in the case of the initial
Credit Extensions, the representations contained in Sections 5.03, 5.05, 5.06, 5.07,
5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17 and 5.19) shall be true and



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correct in all material respects on and as of the date of such Credit Extension;
provided that, to the extent that such representations and warranties
specifically refer to an earlier date, they shall be true and correct in all material
respects as of such earlier date; provided, further, that, any
representation and warranty that is qualified as to “materiality,” “Material Adverse
Effect” or similar language shall be true and correct in all respects on such
respective dates.




     (b) Except in the case of the initial Credit Extensions, no Default shall exist,
or would result from such proposed Credit Extension or from the application of the
proceeds therefrom.




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



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




ARTICLE V




Representations and Warranties




          The Borrower represents and warrants to the Agents and the Lenders that:




          Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan
Party and each of its Subsidiaries (a) is a Person 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 to (i) own or lease 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 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, (d) is
in compliance with all Laws, orders, writs, injunctions
and orders and (e) has all requisite governmental licenses, authorizations, consents and
approvals to operate its business as currently conducted; except in each case referred to in clause
(c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.




          Section 5.02. Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a party, and the
consummation of the Transaction, are within such Loan Party’s corporate or other powers, 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 (other than as
permitted by Section 7.01), or require any payment to be made under (i) (x) any Senior Subordinated
Notes Documentation, any Junior Financing Documentation and any other





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indenture, mortgage, deed of trust or loan agreement evidencing
Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (y) any other
Contractual Obligation to which such Person is a party or affecting such Person or the properties
of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any material Law; except with respect to any conflict, breach or contravention or
payment (but not creation of Liens) referred to in clause (b)(i)(y), to the extent that such
conflict, breach, contravention or payment could not reasonably be expected to have a Material
Adverse Effect.




          Section 5.03. Governmental Authorization; Other Consents. No material approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in connection with (a) the
execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or
any other Loan Document, or for the consummation of the Transaction, (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 priority 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 for (i)
filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of
the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and
filings which have been duly obtained, taken, given or made and are in full force and effect, (iii)
the requirement under the Communications Act that certain Loan Documents be filed with the FCC and
(iv) those approvals, consents, exemptions, authorizations or other actions, notices or filings,
the failure of which to obtain or make could not reasonably be expected to have a Material Adverse
Effect.




          Section 5.04. Binding Effect. This Agreement and each other Loan Document has been
duly executed and delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party,
enforceable against each Loan Party that is party thereto in accordance with its terms, subject to
Debtor Relief Laws, general principles of equity (whether considered in a proceeding in equity or
law) and an implied covenant of good faith and fair dealing.




          Section 5.05. Financial Statements; No Material Adverse Effect. (a) (i) The
Audited Financial Statements and the Unaudited Financial Statements fairly present in all material
respects the financial condition of Target and its Subsidiaries as of the dates thereof and their
results of operations for the period covered thereby
in accordance with GAAP consistently applied throughout the periods covered thereby, except as
otherwise expressly noted therein. During the period from December 31, 2005 to and including the
Closing Date, there has been (i) no sale, transfer or other disposition by Target or any of its
Subsidiaries of any material part of the business or property of Target or any of its Subsidiaries,
taken as a whole and (ii) no purchase or other acquisition by Target or any of its Subsidiaries of
any business or property (including any Equity Interests of any other Person) material in relation
to the consolidated financial condition of Target and its Subsidiaries taken as a whole, in each
case, which is not reflected in the foregoing financial statements or in the notes thereto or has
not otherwise been disclosed in writing to the Administrative Agent prior to the Closing Date.





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     (ii) The unaudited pro forma consolidated balance sheet of the
Borrower and its Subsidiaries as at December 31, 2005 (including the notes thereto) (the
“Pro Forma Balance Sheet”) and the unaudited pro forma consolidated
statement of operations of the Borrower and its Subsidiaries for the most recent fiscal
year, the quarter ended December 31, 2005 and the 12-month period ending on December 31,
2005 (together with the Pro Forma Balance Sheet, the “Pro
Forma Financial Statements”), copies of which have heretofore been furnished
to the Administrative Agent, have been prepared giving effect (as if such events had
occurred on such date or at the beginning of such periods, as the case may be) to the
Transaction, each material acquisition by Target or any of its Subsidiaries consummated
after December 31, 2005 and prior to the Closing Date and all other material transactions
that would be required to be given pro forma effect by Regulation S-X
promulgated under the Exchange Act (including other adjustments consistent with the
definition of Pro Forma Adjustment or as otherwise agreed between the
Borrower and the Arrangers). The Pro Forma Financial Statements have been
prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of
the date of delivery thereof, and present fairly in all material respects on a pro forma
basis and in accordance with GAAP the estimated financial position of the Borrower and its
Subsidiaries as at December 31, 2005 and their estimated results of operations for the
periods covered thereby, assuming that the events specified in the preceding sentence had
actually occurred at such date or at the beginning of the periods covered thereby.



          (b) Since December 31, 2005, 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.




          (c) The forecasts of consolidated balance sheets, income statements and cash flow statements
of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the
seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative
Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good
faith on the basis of the assumptions stated therein, which assumptions were believed to be
reasonable at the time of preparation of such forecasts, it being understood that actual results
may vary from such forecasts and that such variations may be material.




          (d) As of the Closing Date, neither the Borrower nor any Subsidiary has any Indebtedness or
other obligations or liabilities, direct or contingent (other than (i) such liabilities as are set
forth in the financial statements described in clause (a) of this Section 5.05, (ii) obligations
arising under this Agreement and (iii) liabilities incurred in the ordinary course of business)
that, either individually or in the aggregate, have had or could reasonably be expected to have a
Material Adverse Effect.




          Section 5.06. Litigation. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that either individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect.






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          Section 5.07. No Default. Neither the Borrower nor any Subsidiary is in default under
or with respect to, or a party to, any Contractual Obligation that could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.




          Section 5.08. Ownership of Property; Liens. Each Loan Party and each of its
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests
in, or easements or other limited property interests in, all real property necessary in the
ordinary conduct of its business, free and clear of all Liens except for minor defects in title
that do not materially interfere with its ability to conduct its business or to utilize such assets
for their intended purposes and Liens permitted by Section 7.01 and except (other than with respect
to Mortgaged Properties) where the failure to have such title could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.




          Section 5.09. Environmental Compliance. (a) There are no claims, actions, suits,
or proceedings alleging potential liability or responsibility for violation of, or otherwise
relating to, any Environmental Law that could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




          (b) Except as could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated
by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii)
there are no and never have been any underground or aboveground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have
been treated, stored or disposed on any property currently owned, leased or operated by any Loan
Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated
by any Loan Party or any of its Subsidiaries; (iii) there is
no asbestos or asbestos-containing material on any property currently owned or operated by any
Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released,
discharged or disposed of by any Person on any property currently or formerly owned, leased or
operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise
been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any
other location.




          (c) The properties owned, leased or operated by the Borrower and the Subsidiaries do not
contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a
violation of, (ii) require remedial action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, remedial actions and liabilities, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.




          (d) Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed,
either individually or together with other potentially responsible parties, any investigation or
assessment or remedial or response action relating to any actual or threatened release, discharge
or disposal of Hazardous Materials at any site, location or operation, either voluntarily or
pursuant to the order of any Governmental Authority or the requirements of any Environmental Law
except for such investigation or assessment or remedial or response action






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that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.




          (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to
or from, any property currently or formerly owned or operated by any Loan Party or any of its
Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or
in the aggregate, in a Material Adverse Effect.




          (f) Except as would not reasonably be expected to result, individually or in the aggregate, in
a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually
assumed any liability or obligation under or relating to any Environmental Law.




          Section 5.10. Taxes. Except as set forth in Schedule 5.10, Holdings, the Borrower and
the Borrower’s Subsidiaries have filed all Federal and other material tax returns and reports
required to be filed, and have paid all material Federal and state and other taxes, assessments,
fees and other governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30)
days or (b) which are being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP.




          Section 5.11. ERISA Compliance. (a) Except as could not, either individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.




          (b) (i) No ERISA Event has occurred during the five year period prior to the date on which
this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan
has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not
waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party 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 (v) neither any Loan Party
nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as
could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.




          Section 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither
Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in
Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been
validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a
Loan Party are owned free and clear of all Liens except (i) those created under the Collateral
Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing
Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets




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forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including
the percentage of such ownership and (c) identifies each Subsidiary, the Equity Interests of which
are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee
Requirement.




          Section 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company
Act. (a) The Borrower is not engaged nor will 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, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used
for the purpose of purchasing or carrying margin stock or any other any purpose that violates
Regulation U.




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




          Section 5.14. Disclosure. No report, financial statement, certificate or other
written information furnished by or on behalf of any Loan Party to any Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or any other Loan Document (as modified or supplemented by other information so
furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with respect to projected financial
information and pro forma financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the
time of preparation; it being understood that such projections may vary from actual results and
that such variances may be material.




          Section 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and
their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks,
trade names, domain names, copyrights, patents, patent rights, licenses, technology, software,
know-how database rights, right of privacy and publicity, and other intellectual property rights
(collectively, “IP Rights”) that are necessary for the operation of their respective
businesses as currently conducted, and, without conflict with the rights of any Person, except to
the extent such conflicts, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. The operation of the respective businesses of any Loan
Party or Subsidiary as currently conducted does not infringe upon misuse, misappropriate or violate
any rights held by any Person except for such infringements, misuses, misappropriations or
violations individually or in the aggregate, which could not reasonably be expected to have a
Material Adverse Effect. No claim or litigation regarding any IP Rights, is pending or, to the
knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.




          Section 5.16. Solvency. On the Closing Date after giving effect to the Transaction,
the Loan Parties, on a consolidated basis, are Solvent.





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          Section 5.17. Special Representations Relating to FCC Licenses, Etc. (a) The FCC
Licenses held by the Borrower and its Restricted Subsidiaries constitute all of the material
licenses, permits and other authorizations issued by the FCC that are necessary or required for the
Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is
currently being conducted. Schedule 5.17 hereto accurately and completely lists each material FCC
License directly or indirectly held by the Borrower or any Restricted Subsidiary as of the Closing
Date (including all pending applications for renewals therefore). With respect to each FCC License
listed on Schedule 5.17 hereto, the description includes the call sign, frequency, location, file
number, the date of grant of the most recent license renewal and the license expiration date.




          (b) All material FCC Licenses relating to the business of the Borrower and the Restricted
Subsidiaries are in full force and effect. Except as set forth on Schedule 5.17, as of the Closing
Date, (i) neither the Borrower nor any Restricted Subsidiary has received any notice of apparent
liability, notice of violation, order to show cause or other writing from the FCC that may lead to
any material liability or sanction by the FCC and (ii) there is no proceeding pending
by or before the FCC relating to the Borrower or any Restricted Subsidiary or any Station,
nor, to the best knowledge of the Borrower or any Restricted Subsidiary, is any such proceeding
threatened and no complaint or investigation is pending or threatened by or before the FCC (other
than rulemaking proceedings of general applicability to which the Borrower, the Restricted
Subsidiaries and the Stations are not parties). The Borrower and the Restricted Subsidiaries have
timely filed all required reports and notices with the FCC and have paid all amounts due in timely
fashion on account of fees and charges to the FCC, except where the failure to do so could not
materially adversely affect the Borrower’s or any of the Restricted Subsidiaries’ material FCC
Licenses.




          (c) All FCC Licenses relating to the business of the Borrower and the Restricted Subsidiaries
are held by one or more Broadcast License Subsidiaries.




          (d) Other than exceptions to any of the following that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Borrower and
the Restricted Subsidiaries has obtained and holds all Permits required for any property owned,
leased or otherwise operated by such Person and for the operation of each of its businesses as
presently conducted, (ii) all such Permits are in full force and effect, and each of the Borrower
and the Restricted Subsidiaries has performed all requirements of such Permits, (iii) no event has
occurred which allows or results in, or after notice or lapse of time would allow or result in,
revocation or termination by the issuer thereof or in any other impairment of the rights of the
holder of any such Permit and (iv) none of such Permits contain any restrictions, either
individually or in the aggregate, that are materially burdensome to the Borrower or any of the
Restricted Subsidiaries, or to the operation of any of their respective businesses or any property
owned, leased or otherwise operated by such Person.




          (e) No consent or authorization of, filing with or Permit from, or other act by or in respect
of, any Governmental Authority is required in connection with delivery, performance, validity or
enforceability of this Agreement and the other Loan Documents other than (i) FCC approval of the
transfer of FCC Licenses to Broadcast License Subsidiaries, which has been






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obtained and (ii) other than the requirement under the Communications Act that certain Loan Documents be filed with the
FCC.




          Section 5.18. Subordination of Junior Financing. The Obligations are “Senior Debt,”
“Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable
term) under, and as defined in, any Junior Financing Documentation.




          Section 5.19. Labor Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes
against any of Holdings, the Borrower or its Subsidiaries pending or, to the knowledge of Holdings
or the Borrower, threatened; (b) hours worked by and payment made to employees of each of Holdings,
the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings,
the Borrower or its Subsidiaries on account of employee health and welfare insurance have been
paid or accrued as a liability on the books of the relevant party.




ARTICLE VI




Affirmative Covenants




          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, each of Holdings and the Borrower 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:




          Section 6.01. Financial Statements. Deliver to the Administrative Agent for prompt
further distribution to each Lender:





          (a) as soon as available, but in any event within ninety (90) days (or, in the
case of the fiscal year ending December 31, 2006, one hundred twenty (120) days) after
the end of each fiscal year of the Borrower beginning with the 2006 fiscal year, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal year, and the related consolidated statements of income or operations,
stockholders’ 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, audited and accompanied by a report and opinion of
KPMG LLP or any other independent registered public accounting firm of nationally
recognized standing, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of
such audit;




          (b) as soon as available, but in any event within forty-five (45) days (or in the
case of the first three (3) fiscal quarters of the Borrower occurring after the Closing
Date which are one of the first three (3) fiscal quarters of a fiscal year, sixty (60)
days), after the end of each of the first three (3) fiscal quarters of each fiscal



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year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as
at the end of such fiscal quarter, and the related (i) consolidated statements of
income or operations for such fiscal quarter and for the portion of the fiscal year
then ended and (ii) consolidated statements of cash flows for the portion of the fiscal
year then ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting in all material respects the financial
condition, results of operations, stockholders’ equity and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes;




          (c) as soon as available, and in any event no later than ninety (90) days after
the end of each fiscal year of the Borrower, a detailed consolidated budget for the
following fiscal year (including a projected consolidated balance sheet of the Borrower
and its Subsidiaries as of the end of the following fiscal year, the related
consolidated statements of projected cash flow and projected income and a summary of
the material underlying assumptions applicable thereto), (collectively, the
“Projections”);




          (d) simultaneously with the delivery of each set of consolidated financial
statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating
financial statements reflecting the adjustments necessary to eliminate the accounts of
Unrestricted Subsidiaries (if any) from such consolidated financial statements; and




          (e) simultaneously with the delivery of each set of financial statements referred
to in Sections 6.01(a) and (b) above, the information required to be delivered to the
trustee under the Senior Subordinated Notes Indenture pursuant to Sections 4.03(a)(1)
and (2) of the Senior Subordinated Notes Indenture for the respective fiscal year or
fiscal quarter, as the case may be.


Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may
be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries
by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent
of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as
applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with
respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or
a parent thereof), such information is accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to Holdings (or such parent), on
the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a
stand-alone basis, on the other hand and (ii) to the extent such information is in lieu of
information required to be provided under Section 6.01(a), such materials are accompanied by a
report and opinion of KPMG LLP or any other independent registered public accounting firm of
nationally recognized standing, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit.






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          Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent
for prompt further distribution to each Lender:





          (a) no later than five (5) days after the delivery of the financial statements
referred to in Section 6.01(a), a certificate of its independent registered public
accounting firm certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Event of Default under
Section 7.11 or, if any such Event of Default shall exist, stating the nature and
status of such event;




          (b) no later than five (5) days after the delivery of the financial statements
referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower and, if such Compliance Certificate
demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity
Investors may deliver, together with such Compliance Certificate, notice of their
intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to
Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in
no way affect or alter the occurrence, existence or continuation of any such Event of
Default or the rights, benefits, powers and remedies of the Administrative Agent and
the Lenders under any Loan Document;




          (c) promptly after the same are publicly available, copies of all annual, regular,
periodic and special reports and registration statements which the Borrower files with
the SEC or with any Governmental Authority that may be substituted therefor (other than
amendments to any registration statement (to the extent such registration statement, in
the form it became effective, is delivered), exhibits to any registration statement
and, if applicable, any registration statement on Form S-8) and in any case not
otherwise required to be delivered to the Administrative Agent pursuant hereto;




          (d) promptly after the furnishing thereof, copies of any material requests or
material notices received by any Loan Party (other than in the ordinary course of
business) or material statements or material reports furnished to any holder of debt
securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any
Senior Subordinated Notes Documentation or Junior Financing Documentation in a
principal amount greater than the Threshold Amount and not otherwise required to be
furnished to the Lenders pursuant to any other clause of this Section 6.02;




          (e) together with the delivery of each Compliance Certificate pursuant to Section
6.02(b) with respect to financial statements delivered pursuant to Section 6.01(a), (i)
a report setting forth the information required by Section 3.03(c) of the Security
Agreement or confirming that there has been no change in such information since the
Closing Date or the date of the last such report), (ii) a description of each event,
condition or circumstance during the last fiscal quarter covered by such Compliance
Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of
each Subsidiary that identifies each Subsidiary as a Restricted or an



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Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and




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



          Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (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 at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or
another relevant 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: (i) upon written request by the Administrative Agent, the Borrower shall
deliver paper copies of such documents to the Administrative Agent for further distribution to each
Lender until a written request to cease delivering paper copies is given by the Administrative
Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the
Administrative Agent 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(b) to the Administrative Agent. Each
Lender shall be solely responsible for timely accessing posted documents or requesting delivery of
paper copies of such documents from the Administrative Agent and maintaining its copies of such
documents.




          Section 6.03. Notices. Promptly after obtaining knowledge thereof, notify the
Administrative Agent:





          (a) of the occurrence of any Default; and




          (b) of any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including arising out of or resulting from (i) breach or
non-performance of, or any default or event of default under, a Contractual Obligation
of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation,
proceeding or suspension between any Loan Party or any Subsidiary and any Governmental
Authority, (iii) the commencement of, or any material development in, any litigation or
proceeding affecting any Loan Party or any Subsidiary, including pursuant to any
applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence
of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability
under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any
ERISA Event.



          Each notice pursuant to this Section shall be accompanied by a written statement of a
Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to







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Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with respect thereto.




          Section 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same
shall become due and payable, all its material obligations and liabilities in respect of material
taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits
or in respect of its property.




          Section 6.05. Preservation of Existence, Etc. (a) (x) Preserve, renew and maintain in full force and effect its legal existence
under the Laws of the jurisdiction of its organization except in a transaction permitted by Section
7.04 or 7.05 and (y) take all reasonable action to maintain all rights, privileges (including its
good standing), permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except (i) to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.




          (b) Operate all of the Stations in material compliance with the Communications Act and the
FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the
FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts
due in timely fashion on account of fees and charges to the FCC, (iii) timely file and prosecute
all applications for renewal or for extension of time with respect to all of the FCC Licenses,
except in the case of each of (i), (ii) and (iii) where a failure to do so could not reasonably be
expected to have a Material Adverse Effect, and (iv) advise the Administrative Agent of any
deviation from the foregoing and of any written communication from the FCC outside the ordinary
course.




          Section 6.06. Maintenance of Properties. Except if the failure to do so could not
reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business in good working
order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted,
and (b) make all necessary renewals, replacements, modifications, improvements, upgrades,
extensions and additions thereof or thereto in accordance with prudent industry practice.




          Section 6.07. Maintenance of Insurance. Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of
such types and in such amounts (after giving effect to any self-insurance reasonable and customary
for similarly situated Persons engaged in the same or similar businesses as the Borrower and the
Restricted Subsidiaries) as are customarily carried under similar circumstances by such other
Persons.




          Section 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 if the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.







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          Section 6.09. Books and Records. Maintain proper books of record and account, in
which entries that are full, true and correct in all material respects and are in conformity with
GAAP consistently applied shall be made of all material financial transactions and matters
involving the assets and business of Holdings, the Borrower or such Subsidiary, as the case may be.




          Section 6.10. Inspection Rights. Permit representatives and independent contractors
of the Administrative Agent and each Lender 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 the reasonable expense of the Borrower and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable advance notice to
the Borrower; provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may
exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the
Administrative Agent shall not exercise such rights more often than two (2) times during any
calendar year absent the existence of an Event of Default and only one (1) such time shall be at
the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative
Agent or any Lender (or any of their respective representatives or independent contractors) may do
any of the foregoing at the expense of the Borrower at any time during normal business hours and
upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower
the opportunity to participate in any discussions with the Borrower’s independent public
accountants.




          Section 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s
expense, take all action necessary or reasonably requested by the Administrative Agent to ensure
that the Collateral and Guarantee Requirement continues to be satisfied, including:





          (a) upon the formation or acquisition of any new direct or indirect wholly owned
Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded
Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any
existing direct or indirect wholly owned Domestic Subsidiary as a Restricted
Subsidiary:




     (i) within thirty (30) days after such formation, acquisition or designation or
such longer period as the Administrative Agent may agree in its discretion:




     (A) cause each such Restricted Subsidiary that is required to become a
Guarantor under the Collateral and Guarantee Requirement to furnish to the
Administrative Agent a description of the real properties owned by such
Restricted Subsidiary that have a Fair Market Value in excess of $5,000,000 in
detail reasonably satisfactory to the Administrative Agent;




     (B) cause (x) each such Restricted Subsidiary that is required to become a
Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute
and deliver to the Administrative Agent or the Collateral Agent



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(as appropriate) Guarantee Supplements, Mortgages with respect to the real properties which are
identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A),
Security Agreement Supplements, Intellectual Property Security
Agreements, a counterpart of the Intercompany Note and other security
agreements and documents (including, with respect to such Mortgages, the
documents listed in Section 6.13(b)), as reasonably requested by and in form and
substance reasonably satisfactory to the Administrative Agent (consistent with
the Mortgages, Security Agreement, Intellectual Property Security Agreements and
other security agreements in effect on the Closing Date), in each case granting
Liens required by the Collateral and Guarantee Requirement and (y) each direct or
indirect parent of each such Restricted Subsidiary that is required to be a
Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute
and deliver to the Administrative Agent such Security Agreement Supplements and
other security agreements as reasonably requested by and in form and substance
reasonably satisfactory to the Administrative Agent (consistent with the Security
Agreements in effect on the Closing Date), in each case granting Liens required
by the Collateral and Guarantee Requirement;




     (C) (x) cause each such Restricted Subsidiary that is required to become a
Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and
all certificates representing Equity Interests (to the extent certificated) that
are required to be pledged pursuant to the Collateral and Guarantee Requirement,
accompanied by undated stock powers or other appropriate instruments of transfer
executed in blank and instruments evidencing the intercompany Indebtedness held
by such Restricted Subsidiary and required to be pledged pursuant to the
Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause
each direct or indirect parent of such Restricted Subsidiary that is required to
be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver
any and all certificates representing the outstanding Equity Interests (to the
extent certificated) of such Restricted Subsidiary that are required to be
pledged pursuant to the Collateral and Guarantee Requirement, accompanied by
undated stock powers or other appropriate instruments of transfer executed in
blank and instruments evidencing the intercompany Indebtedness issued by such
Restricted Subsidiary and required to be pledged in accordance with the
Collateral Documents, indorsed in blank to the Collateral Agent;




     (D) take and cause such Restricted Subsidiary and each direct or indirect
parent of such Restricted Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guaranty Requirement to take whatever action
(including the recording of Mortgages, the filing of Uniform Commercial Code
financing statements and delivery of stock and membership interest certificates)
may be necessary in the reasonable opinion of the Administrative Agent to vest in
the Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid Liens required by the Collateral and Guarantee
Requirement, enforceable against all



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third parties in accordance with their
terms, subject to Debtor Relief Laws, general principles of equity (whether
considered in a proceeding in equity or at law) and an applied covenant of good
faith and fair dealing,




     (ii) within thirty (30) days after the request therefor by the Administrative
Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to
the Administrative Agent and the other Secured Parties, of counsel for the Loan
Parties reasonably acceptable to the Administrative Agent as to such matters set
forth in this Section 6.11(a) as the Administrative Agent may reasonably request,
and




     (iii) as promptly as practicable after the request therefor by the
Administrative Agent, deliver to the Administrative Agent with respect to each
parcel of real property that is owned by such Restricted Subsidiary and has a Fair
Market Value in excess of $5,000,000, any existing title reports, surveys or
environmental assessment reports.




        (b) (i) the Borrower shall obtain the security interests and Guarantees set forth
on Schedule 1.01B on or prior to the dates corresponding to such security interests and
Guarantees set forth on Schedule 1.01B; and




     (ii) after the Closing Date, promptly following (x) the acquisition of any material
personal property by any Loan Party, or (y) the acquisition of any owned real property by
any Loan Party with a Fair Market Value in excess of $5,000,000, and such personal property
or owned real property shall not already be subject to a perfected Lien pursuant to the
Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the
Administrative Agent and promptly thereafter shall cause such assets to be subjected to a
Lien to the extent required by the Collateral and Guarantee Requirement and will take, or
cause the relevant Loan Party to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect or record such Lien, including,
as applicable, the actions referred to in Section 6.13(b) with respect to real property.



          Section 6.12. Compliance with Environmental Laws. Except, in each case, to the extent
that the failure to do so could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees
and other Persons operating or occupying its properties to comply with all applicable Environmental
Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its
operations and properties; and, in each case to the extent required by Environmental Laws, conduct
any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or
other action necessary to remove and clean up all Hazardous Materials from any of its properties,
in accordance with the requirements of all Environmental Laws.




          Section 6.13. Further Assurances and Post-Closing Conditions. (a) Promptly upon
reasonable request by the Administrative Agent (i) correct any material defect or error that may be
discovered in the execution, acknowledgment, filing or recordation of any Collateral







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Document or other document or instrument relating to any Collateral, and (ii) 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 request from time to time in order to carry
out more effectively the purposes of the Collateral Documents.




          (b) In the case of any real property referred to in Section 6.11(a)(i)(A) or 6.11(b)(ii),
provide the Administrative Agent with Mortgages with respect to such owned real property within
thirty (30) days of the acquisition of such real property, in each case together with:





     (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged
and delivered and are in form suitable for filing or recording in all filing or recording
offices that the Administrative Agent may deem reasonably necessary or desirable in order to
create a valid and subsisting perfected Lien on the property and/or rights described therein
in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the
benefit of the Secured Parties and that all filing and recording taxes and fees have been
paid or otherwise provided for in a manner reasonably satisfactory to the Administrative
Agent;




     (ii) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies or the equivalent or other form available in each applicable jurisdiction
(the “Mortgage Policies”) in form and substance, with endorsements and in amount,
reasonably acceptable to the Administrative Agent (not to exceed the value of the real
properties covered thereby), issued, coinsured and reinsured by title insurers reasonably
acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens
on the property described therein, free and clear of all defects and encumbrances, subject
to Liens permitted by Section 7.01, and providing for such other affirmative insurance
(including endorsements for future advances under the Loan Documents) and such coinsurance
and direct access reinsurance as the Administrative Agent may reasonably request;




     (iii) opinions of local counsel for the Loan Parties in states in which such real
properties are located, with respect to the enforceability and perfection of the Mortgages
and any related fixture filings in form and substance reasonably satisfactory to the
Administrative Agent;




     (iv) flood certificates covering each Mortgaged Property in form and substance
reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its
capacity as such and certifying whether or not each such Mortgaged Property is located in a
flood hazard zone by reference to the applicable FEMA map; and




     (v) such other evidence that all other actions that the Administrative Agent may
reasonably deem necessary or desirable in order to create valid and subsisting Liens on the
property described in the Mortgages has been taken.



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          Section 6.14. Designation of Subsidiaries. The board of directors of Holdings may at
any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no
Default shall have occurred and be continuing, (ii) immediately after giving effect to such
designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro
Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to
the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a
certificate setting forth in reasonable detail the calculations demonstrating such compliance),
(iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be
designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the
Senior Subordinated Notes or any Junior Financing, as applicable and (v) the Investment resulting
from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the
immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as
an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of
designation in an amount equal to the Fair Market Value of the net assets of the respective
Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The
designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the
incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at
such time.




          Section 6.15. Interest Rate Protection. No later than 120 days following the Closing
Date, the Borrower will enter into (and thereafter maintain) Swap Contracts having a term of at
least eighteen (18) months after the Closing Date, establishing a fixed or maximum interest rate
reasonably acceptable to the Administrative Agent for an aggregate amount equal to at least 50% of
the sum of (x) the aggregate principal amount of all Term Loans then outstanding plus (y)
the aggregate principal amount of the Senior Subordinated Notes then outstanding.




          Section 6.16. Corporate Separateness. (a) Satisfy, and cause each of its Restricted
Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities,
including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or
action by directors or shareholders without a meeting and the maintenance of corporate offices and
records.




          (b) Ensure that (i) no payment is made by it or any of its Restricted Subsidiaries to a
creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary,
(ii) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of
Holdings, the Borrower or any of the Borrower’s Restricted Subsidiaries, (iii) any financial
statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or
indicate the corporate separateness of such Unrestricted Subsidiary from Holdings the Borrower and
the Borrower’s Restricted Subsidiaries, and (iv) neither it nor any of its Restricted Subsidiaries
shall take any action, or conduct its affairs in a manner, which is reasonably likely to result in
the corporate or other similar existence of it or such Restricted Subsidiary, on the one hand, or
any Unrestricted Subsidiary, on the other hand, being ignored, or in the assets and liabilities of
it or any of its Restricted Subsidiaries being substantively consolidated with those of any
Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.




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          Section 6.17. Broadcast License Subsidiaries. (a) Cause all FCC Licenses to be
held at all times by one or more Broadcast License Subsidiaries.




          (b) Ensure that each Broadcast License Subsidiary (other than Susquehanna Radio Corp.) engages
only in the business of holding FCC Licenses and rights and activities related thereto.




          (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the
property of the Borrower and any Subsidiary other than Broadcast License Subsidiaries or otherwise
remains clearly identifiable.




          (d) Ensure that no Broadcast License Subsidiary has any Indebtedness or other liabilities
except under the Guarantee and Collateral Agreement and liabilities expressly permitted to be
incurred in accordance with the definition of “Broadcast License Subsidiary”.




ARTICLE VII




Negative Covenants




          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their
Restricted Subsidiaries to, directly or indirectly:




          Section 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(b) and any
modifications, replacements, renewals or extensions thereof; provided that (i)
the Lien does not extend to any additional property other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien or
financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products
thereof, and (ii) the renewal, extension or refinancing of the obligations secured or
benefited by such Liens is permitted by Section 7.03;




          (c) Liens for taxes, assessments or governmental charges which are not overdue for
a period of more than thirty (30) days or which are being contested in good faith and
by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP;




          (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen,
repairmen, construction contractors or other like Liens arising in the ordinary course
of business which secure amounts not overdue for a period of more than thirty (30) days
or if more than thirty (30) days overdue, are unfiled and no



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other action has been
taken to enforce such Lien or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;




          (e) (i) pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation and
(ii) pledges and deposits in the ordinary course of business securing liability for
reimbursement or indemnification obligations of (including obligations in respect of
letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to Holdings, the Borrower or any Restricted
Subsidiary;




          (f) deposits to secure the performance of bids, trade contracts, governmental
contracts and leases (other than Indebtedness), statutory obligations, surety, stay,
customs and appeal bonds, performance bonds and other obligations of a like nature
(including those to secure health, safety and environmental obligations) incurred in
the ordinary course of business;




          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other
similar encumbrances and minor title defects affecting real property which, in the
aggregate, do not in any case materially interfere with the ordinary conduct of the
business of the Borrower or any Subsidiary;




          (h) Liens securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h), so long as such Liens are adequately bonded and any
appropriate legal proceedings that may have been duly initiated for the review of such
judgment have not been finally terminated or the period within which such proceedings
may be initiated has not expired;




          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided
that (i) such Liens attach concurrently with or within two hundred and seventy (270)
days after the acquisition, repair, replacement, construction or improvement (as
applicable) of the property subject to such Liens, (ii) such Liens do not at any time
encumber any property (except for accessions to such property) other than the property
financed by such Indebtedness and the proceeds and the products thereof and (iii) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover any
assets (except for accessions to such assets) other than the assets subject to such
Capitalized Leases; provided that individual financings of equipment provided
by one lender may be cross collateralized to other financings of equipment provided by
such lender;




          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary
course of business which do not (i) interfere in any material respect with the business
of the Borrower or any material Subsidiary or (ii) secure any Indebtedness;



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




          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right of
set-off) and which are within the general parameters customary in the banking industry;




          (m) Liens (i) on cash advances in favor of the seller of any property to be
acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be
applied against the purchase price for such Investment, and (ii) consisting of an
agreement to Dispose of any property in a Disposition permitted under Section 7.05, in
each case, solely to the extent such Investment or Disposition, as the case may be,
would have been permitted on the date of the creation of such Lien;




          (n) [reserved];




          (o) Liens in favor of the Borrower or a Restricted Subsidiary securing
Indebtedness permitted under Section 7.03(d);




          (p) Liens existing on property at the time of its acquisition or existing on the
property of any Person at the time such Person becomes a Restricted Subsidiary (other
than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case
after the date hereof (other than Liens on the Equity Interests of any Person that
becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien
permitted by this clause (p) upon or in the same property previously subject thereto in
connection with the replacement, extension or renewal (without increase in the amount
or any change in any direct or contingent obligor) of the Indebtedness secured thereby;
provided that (i) such Lien was not created in contemplation of such
acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not
extend to or cover any other assets or property (other than the proceeds or products
thereof and other than after-acquired property subjected to a Lien securing
Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such
requirement shall not be permitted to apply to any property to which such requirement
would not have applied but for such acquisition), and (iii) the Indebtedness secured
thereby is permitted under Section 7.03(e), (g), (h), or (k);




          (q) any interest or title of a lessor under leases entered into by the Borrower or
any of the Restricted Subsidiaries in the ordinary course of business;




          (r) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Borrower or any of the



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Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;




          (s) Liens deemed to exist in connection with Investments in repurchase agreements
under Section 7.02; provided that such Liens do not extend to any assets other
than those that are the subject of such repurchase agreement;




          (t) [reserved];




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




          (v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower
or any of the Restricted Subsidiaries in connection with any letter of intent or
purchase agreement permitted hereunder;




          (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary
acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant
to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed
upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a
Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness
incurred pursuant to Section 7.03(g);




          (x) Liens arising from precautionary UCC financing statement filings regarding
operating leases entered into in the ordinary course of business;




          (y) Liens on insurance policies and the proceeds thereof securing the financing of
the premiums with respect thereto;




          (z) [reserved];




          (aa) ground leases in respect of real property on which facilities or equipment
owned or leased by the Borrower or any of its Subsidiaries are located; and




          (bb) other Liens securing Indebtedness outstanding in an aggregate principal
amount not to exceed $15,000,000.



          Section 7.02. Investments. Make or hold any Investments, except:





          (a) Investments by the Borrower or a Restricted Subsidiary in assets that were
Cash Equivalents when such Investment was made;



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          (b) loans or advances to officers, directors and employees of Holdings, the
Borrower and the Restricted Subsidiaries (i) for reasonable and customary
business-related travel, entertainment, relocation and analogous ordinary business
purposes, (ii) in connection with such Person’s purchase of Equity Interests of
Holdings (or any direct or indirect parent thereof or, after a Qualifying IPO, the
Borrower or any Intermediate Holding Company) (provided that the amount of such
loans and advances shall be contributed to the Borrower in cash as common equity) and
(iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate
principal amount outstanding not to exceed $2,000,000;




          (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any
Loan Party (excluding Holdings and any new Restricted Subsidiary which becomes a Loan
Party) and (ii) by any Restricted Subsidiary that is not a Loan Party in any other such
Restricted Subsidiary that is also not a Loan Party;




          (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 and other credits to suppliers in the
ordinary course of business;




          (e) Investments consisting of Liens, Indebtedness, fundamental changes,
Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05
and 7.06, respectively;




          (f) Investments (i) existing or contemplated on the date hereof and set forth on
Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension
thereof and (ii) existing on the date hereof by the Borrower or any Restricted
Subsidiary in the Borrower or any other Restricted Subsidiary and any modification,
renewal or extension thereof; provided that (x) the amount of the original
Investment is not increased except by the terms of such Investment or as otherwise
permitted by this Section 7.02 and (y) any Investment in the form of Indebtedness of
any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be
subject to the subordination terms set forth in the Intercompany Note;




          (g) Investments in Swap Contracts permitted under Section 7.03;




          (h) promissory notes and other noncash consideration received in connection with
Dispositions permitted by Section 7.05;




          (i) the purchase or other acquisition of property and assets or businesses of any
Person or of assets constituting a business unit, a line of business or division of
such Person, or Equity Interests in a Person that, upon the consummation thereof,
will be a wholly owned Subsidiary of the Borrower (including as a result of a
merger or consolidation); provided that, with respect to each purchase or other
acquisition made pursuant to this Section 7.02(i) (each, a “Permitted
Acquisition”):




          (A) subject to clause (B) below, substantially all property, assets and



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businesses acquired in such purchase or other acquisition shall constitute
Collateral and each applicable Loan Party and any such newly created or acquired
Subsidiary (and, to the extent required under the Collateral and Guarantee
Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a
Guarantor and shall have complied with the requirements of Section 6.11, within the
times specified therein;




          (B) the aggregate amount of consideration paid in respect of acquisitions of
Persons that do not become Loan Parties shall not exceed $40,000,000 (net of any
return representing a return of capital in respect of any such Investment);




          (C) after giving effect to such purchase or acquisition, the Borrower and its
Restricted Subsidiaries shall be in compliance with Section 7.07;




          (D) (1) immediately before and immediately after giving Pro
Forma Effect to any such purchase or other acquisition, no Default shall
have occurred and be continuing and (2) immediately after giving effect to such
purchase or other acquisition (and any concurrent Disposition), the Borrower and the
Restricted Subsidiaries shall be in Pro Forma Compliance with all of
the covenants set forth in Section 7.11, such compliance to be determined on the
basis of the financial information most recently delivered to the Administrative
Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or
other acquisition (and any concurrent Disposition) had been consummated as of the
first day of the fiscal period covered thereby and, in the case of a given
acquisition or purchase the aggregate consideration for which is in excess of
$20,000,000, evidenced by a certificate from the Chief Financial Officer of the
Borrower demonstrating such compliance calculation in reasonable detail;




          (E) if FCC approval or consent is required, the FCC shall have issued orders
approving or consenting to such purchase or acquisition;




          (F) all FCC Licenses acquired in connection with the proposed purchase or
acquisition shall be transferred promptly upon consummation of such purchase or
acquisition to a Broadcast License Subsidiary;




          (G) the Borrower shall have delivered to the Administrative Agent, on behalf of
the Lenders, no later than five (5) Business Days after the date on which any such
purchase or other acquisition is consummated, a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative Agent,
certifying that all of the requirements set forth in this clause (i) have been
satisfied or will be satisfied on or prior to the consummation of such purchase or
other acquisition;




          (j) the Transaction;




          (k) Investments in the ordinary course of business consisting of Article 3
endorsements for collection or deposit and Article 4 customary trade arrangements with
customers consistent with past practices;



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          (l) Investments (including debt obligations and Equity Interests) received in
connection with the bankruptcy or reorganization of suppliers and customers or in
settlement of delinquent obligations of, or other disputes with, customers and
suppliers arising in the ordinary course of business or upon the foreclosure with
respect to any secured Investment or other transfer of title with respect to any
secured Investment;




          (m) loans and advances to Holdings (or any direct or indirect parent thereof) in
lieu of, and not in excess of the amount of (after giving effect to any other loans,
advances or Restricted Payments in respect thereof), Restricted Payments to the extent
permitted to be made to Holdings (or such parent) in accordance with Sections 7.06(h),
(i) or (j);




          (n) so long as immediately after giving effect to any such Investment, no Default
has occurred and is continuing and the Borrower and the Restricted Subsidiaries will be
in Pro Forma Compliance with the covenants set forth in Section 7.11,
other Investments by the Borrower and its Restricted Subsidiaries that do not exceed
$50,000,000 in the aggregate, net of any return representing return of capital in
respect of any such investment and valued at the time of the making thereof;
provided that, such amount shall be increased by (i) the Net Cash Proceeds of
Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to
Section 8.05) that are Not Otherwise Applied, (ii) if, as of the last day of the
immediately preceding Test Period (after giving Pro Forma Effect to
such Investments) the Total Leverage Ratio is 7.50:1 or less, the amount of Cumulative
Excess Cash Flow that is Not Otherwise Applied and (iii) the sum of the Rollover
Amounts for the two preceding fiscal years, to the extent that such Rollover Amounts
have not been used to make Capital Expenditures pursuant Section 7.16(b); provided that
the Borrower shall promptly notify the Administrative Agent of any application of any
Rollover Amount pursuant to this clause (n);




          (o) advances of payroll payments to employees in the ordinary course of business;




          (p) Investments to the extent that payment for such Investments is made solely
with capital stock of Holdings (or, after a Qualifying IPO of the Borrower or an
Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the
case may be);




          (q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a
corporation merged into the Borrower or merged or consolidated with a Restricted
Subsidiary in accordance with Section 7.04 after the Closing Date, to the
extent that such Investments were not made in contemplation of or in connection
with such acquisition, merger or consolidation and were in existence on the date of
such acquisition, merger or consolidation;




          (r) [reserved]; and



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          (s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases
(other than Capitalized Leases) or of other obligations that do not constitute
Indebtedness, in each case entered into in the ordinary course of business;


provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted
under this Section 7.02 shall be permitted hereunder, to the extent that any portion of such
Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments
in respect of Junior Financings.




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





          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the
Loan Documents;




          (b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b)
and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on
the date hereof;




          (c) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in
respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise
permitted hereunder; provided that (A) no Guarantee by any Restricted
Subsidiary of any Senior Subordinated Note or Junior Financing shall be permitted
unless such Restricted Subsidiary shall have also provided a Guarantee of the
Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if
the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee
shall be subordinated to the Guarantee of the Obligations on terms at least as
favorable to the Lenders as those contained in the subordination of such Indebtedness;




          (d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to
Holdings, the Borrower or any other Restricted Subsidiary, to the extent constituting
an Investment expressly permitted by Section 7.02(c), (m) or (s) or, in the case of
Indebtedness of the Borrower or any Restricted Subsidiary owing to Holdings, the
Borrower or any other Restricted Subsidiary, Section 7.02(n); provided that,
all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party
shall be subject to the subordination terms set forth in the Intercompany Note;




          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized
Leases) of the Borrower and its Restricted Subsidiaries financing the
acquisition, construction, repair, replacement or improvement of fixed or capital
assets; provided that such Indebtedness is incurred concurrently with or within
two hundred and seventy (270) days after the applicable acquisition, construction,
repair, replacement or improvement, (ii) Attributable Indebtedness of the Borrower and
its Restricted Subsidiaries arising out of sale-leaseback transactions permitted by



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Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in
the immediately preceding clauses (i) and (ii);




          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest
rates or foreign exchange rates risks incurred in the ordinary course of business and
not for speculative purposes;




          (g) Indebtedness of the Borrower or any Restricted Subsidiaries (i) assumed in
connection with any Permitted Acquisition and/or (ii) incurred to finance a Permitted
Acquisition, in each case, that is secured only by the assets or business acquired in
the applicable Permitted Acquisition (including any acquired Equity Interests) and so
long as both immediately prior and after giving effect thereto, (A) no Default shall
exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in
Pro Forma Compliance with the covenants set forth in Section 7.11, and
(C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting
from any Permitted Refinancing thereof at any time outstanding pursuant to this
paragraph (g) does not exceed $25,000,000;




          (h) (i) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (A)
assumed in connection with any Permitted Acquisition; provided that (x) such
Indebtedness is not incurred in contemplation of such Permitted Acquisition and (y) the
aggregate principal amount of all Indebtedness assumed in reliance on this sub-clause
(A) (excluding for purposes of the basket calculation in this clause (y), however, any
such Indebtedness that is unsecured and subordinated and otherwise satisfies the
requirements of clauses (v), (w)(1) and (x) of the proviso below) does not exceed
$25,000,000 at any time outstanding, or (B) incurred to finance a Permitted Acquisition
and (ii) any Permitted Refinancing of the Indebtedness referred to in sub-clauses (A)
and (B) above; provided, in each case that such Indebtedness and all
Indebtedness resulting from any Permitted Refinancing thereof (other than assumed
Indebtedness described in preceding sub-clause (A) and all Indebtedness resulting from
any Permitted Refinancing thereof), (v) is unsecured or is subordinated to the
Obligations on terms no less favorable to the Lenders than the subordination terms set
forth in the Senior Subordinated Notes Indenture as of the Closing Date, (w) both
immediately prior and after giving effect thereto, (1) no Default shall exist or result
therefrom and (2) the Borrower and the Restricted Subsidiaries will be in Pro
Forma Compliance with the covenants set forth in Section 7.11, (x) matures
after, and does not require any scheduled amortization or other scheduled payments of
principal prior to, the Maturity Date of the Term Loans (it being understood that such
Indebtedness may have mandatory prepayment, repurchase or redemptions provisions
satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other
than interest rate, redemption premiums and subordination terms), taken as a whole,
that are not materially less favorable to Holdings, the Borrower or any of the Restricted Subsidiaries as the
terms and conditions of the Senior Subordinated Notes are to the Borrower and the
Restricted Subsidiaries as of the Closing Date; provided that a certificate of
a Responsible Officer delivered to the Administrative Agent at least five Business Days
prior to the incurrence of such Indebtedness, together with a reasonably



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detailed description of the material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that the Borrower or Holdings, as applicable,
has determined in good faith that such terms and conditions satisfy the foregoing
requirement shall be conclusive evidence that such terms and conditions satisfy the
foregoing requirement unless the Administrative Agent notifies the Borrower or
Holdings, as applicable, within such five Business Day period that it disagrees with
such determination (including a reasonable description of the basis upon which it
disagrees); and (z) with respect to such Indebtedness described in the immediately
preceding clause (B) (and any Permitted Refinancing thereof), is incurred by the
Borrower or a Guarantor;




          (i) Indebtedness representing deferred compensation to employees of the Borrower
and the Restricted Subsidiaries incurred in the ordinary course of business;




          (j) Indebtedness consisting of promissory notes issued by any Loan Party to
current or former officers, directors and employees, their respective estates, spouses
or former spouses to finance the purchase or redemption of Equity Interests of Holdings
permitted by Section 7.06; provided that (i) such Indebtedness shall be
subordinated in right of payment to the Obligations on terms reasonably satisfactory to
the Administrative Agent and (ii) the aggregate amount of all cash payments (whether
principal or interest) made by the Loan Parties in respect of such notes in any
calendar year, when combined with the aggregate amount of Restricted Payments made
pursuant to Section 7.06(g) in such calendar year, shall not exceed $5,000,000 (or,
after a Qualified IPO, $10,000,000), provided that any unused amounts in any calendar
year may be carried over to succeeding calendar years, so long as the aggregate amount
of all cash payments made in respect of such notes in any calendar year (after giving
effect to such carry forward), when aggregated with the aggregate amount of Restricted
Payments made pursuant to Section 7.06(g) in such calendar year (after giving effect to
such carry forward), shall not exceed $10,000,000 (or, after a Qualified IPO,
$20,000,000); provided, further, that such amount in any calendar year may be increased
by an amount not to exceed the remainder of (x) the net cash proceeds of key man life
insurance policies received by Holdings, the Borrower or any of its Restricted
Subsidiaries after the Closing Date less (y) the aggregate amount of all cash payments
made in respect of any promissory notes pursuant to this Section 7.03(j) after the
Closing Date with the net cash proceeds described in preceding clause (x) less (z) the
aggregate amount of all Restricted Payments made after the Closing Date in reliance on
the last proviso appearing in Section 7.06(g);




          (k) Indebtedness incurred by Holdings, the Borrower or the Restricted Subsidiaries
in a Permitted Acquisition, any other Investment expressly permitted
hereunder or any Disposition, in any such case constituting indemnification
obligations or obligations in respect of purchase price or other similar adjustments;




          (l) Indebtedness consisting of obligations of Holdings, the Borrower or the
Restricted Subsidiaries under deferred compensation or other similar arrangements



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incurred by such Person in connection with the Transaction and Permitted Acquisitions
or any other Investment expressly permitted hereunder;




          (m) Cash Management Obligations and other Indebtedness in respect of netting
services, overdraft protections and similar arrangements in each case in connection
with deposit accounts;




          (n) Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate
principal amount not to exceed $50,000,000 at any time outstanding;




          (o) Indebtedness consisting of (a) the financing of insurance premiums or (b)
take-or-pay obligations contained in supply arrangements, in each case, in the ordinary
course of business;




          (p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances or similar
instruments issued or created in the ordinary course of business, including in respect
of workers compensation claims, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance or other Indebtedness with
respect to reimbursement-type obligations regarding workers compensation claims;
provided that any reimbursement obligations in respect thereof are reimbursed
within 30 days following the incurrence thereof;




          (q) obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by the Borrower
or any of the Restricted Subsidiaries or obligations in respect of letters of credit,
bank guarantees or similar instruments related thereto, in each case in the ordinary
course of business or consistent with past practices;




          (r) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i)
that is not subject to any Guarantee by the Borrower or any Restricted Subsidiary, (ii)
that will not mature prior to the date that is ninety-one (91) days after the Maturity
Date of the Term Loans, (iii) that has no scheduled amortization or payments of
principal (it being understood that such Indebtedness may have mandatory prepayment,
repurchase or redemption provisions satisfying the requirements of clause (v) hereof),
(iv) that does not require any payments in cash of interest or other amounts in respect
of the principal thereof prior to the earlier to occur of (A) the date that is five (5)
years from the date of the issuance or incurrence thereof and (B) the date that is
ninety-one (91) days after the Maturity Date of the Term Loans, and (v) that has
mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions
customary for senior discount notes of an issuer that is the parent of a borrower under
senior secured credit facilities, and in any event, with respect to
covenant, default and remedy provisions, no more restrictive than those set forth
in the Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole
(other than provisions customary for senior discount notes of a holding company);
provided that a certificate of a Responsible Officer delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such
Indebtedness,



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together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such terms and conditions
satisfy the foregoing requirement shall be conclusive evidence that such terms and
conditions satisfy the foregoing requirement unless the Administrative Agent notifies
the Borrower within such five Business Day period that it disagrees with such
determination (including a reasonable description of the basis upon which it
disagrees); provided, further, that any such Indebtedness shall constitute Permitted
Holdings Debt only if (1) both before and after giving effect to the issuance or
incurrence thereof, no Default shall have occurred and be continuing and (2) the
Borrower and the Restricted Subsidiaries will be in Pro Forma
Compliance with the covenants set forth in Section 7.11 (it being understood that any
capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject
to this proviso);




          (s) Indebtedness of the Borrower and the Restricted Subsidiaries supported by a
Letter of Credit, in a principal amount not to exceed the face amount of such Letter of
Credit;




          (t) (i) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries
that (v) is subordinated to the Obligations on terms no less favorable to the Lenders
than the subordination terms set forth in the Senior Subordinated Notes Indenture as of
the Closing Date, (w) both immediately prior and after giving effect thereto, (1) no
Default shall exist or result therefrom and (2) the Borrower and the Restricted
Subsidiaries will be in Pro Forma Compliance with the covenants set
forth in Section 7.11, (x) matures after, and does not require any scheduled
amortization or other scheduled payments of principal prior to, the Maturity Date of
the Term Loans (it being understood that such Indebtedness may have mandatory
prepayment, repurchase or redemptions provisions satisfying the requirement of clause
(y) hereof), (y) has terms and conditions (other than interest rate, redemption
premiums and subordination terms), taken as a whole, that are not materially less
favorable to the Borrower and its Restricted Subsidiaries as the terms and conditions
of the Senior Subordinated Notes as of the Closing Date; provided that a
certificate of a Responsible Officer delivered to the Administrative Agent at least
five Business Days prior to the incurrence of such Indebtedness, together with a
reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Borrower
has determined in good faith that such terms and conditions satisfy the foregoing
requirement shall be conclusive evidence that such terms and conditions satisfy the
foregoing requirement unless the Administrative Agent notifies the Borrower within such
five Business Day period that it disagrees with such determination (including a
reasonable description of the basis upon which it disagrees); and (z) is incurred by
the Borrower or a Guarantor and (ii) any Permitted Refinancing of the Indebtedness
referred to in preceding clause (i);




          (u) [reserved];



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          (v) Indebtedness in respect of the Senior Subordinated Notes and any Permitted
Refinancing thereof; and




          (w) all premiums (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in
clauses (a) through (v) above.



          Section 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:





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




          (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or
into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than
a Loan Party) may liquidate or dissolve or change its legal form if Holdings determines
in good faith that such action is in the best interests of Holdings and its
Subsidiaries and if not materially disadvantageous to the Lenders;




          (c) 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 or the Borrower, then (i) the transferee must either be the Borrower or a
Guarantor or (ii) to the extent constituting an Investment, such Investment must be a
permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan
Party in accordance with Sections 7.02 and 7.03, respectively;




          (d) so long as no Default exists or would result therefrom, the Borrower may merge
with any other Person; provided that (i) the Borrower shall be the continuing
or surviving corporation or (ii) if the Person formed by or surviving any such merger
or consolidation is not the Borrower (any such Person, the “Successor
Company”), (A) the Successor Company shall be an entity organized or existing under
the laws of the United States, any state thereof, the District of Columbia or any
territory thereof, (B) the Successor Company shall expressly assume all the obligations
of the Borrower under this Agreement and the other Loan Documents to which the Borrower
is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory
to the Administrative Agent, (C) each Guarantor, unless it is the other party to such
merger or consolidation, shall have by a supplement to the Guaranty
confirmed that its Guarantee shall apply to the Successor Company’s obligations
under this Agreement, (D) each Guarantor, unless it is the other party to such merger
or consolidation, shall have by a supplement to the Security Agreement confirmed that
its obligations thereunder shall apply to the Successor Company’s obligations under
this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the



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other party to such merger or consolidation, shall have by an amendment to or restatement of
the applicable Mortgage confirmed that its obligations thereunder shall apply to the
Successor Company’s obligations under this Agreement, and (F) the Borrower shall have
delivered to the Administrative Agent an officer’s certificate and an opinion of
counsel, each stating that such merger or consolidation and such supplement to this
Agreement or any Collateral Document comply with this Agreement; provided,
further, that if the foregoing are satisfied, the Successor Company will
succeed to, and be substituted for, the Borrower under this Agreement;




          (e) so long as no Default exists or would result therefrom, any Restricted
Subsidiary may merge with any other Person in order to effect an Investment permitted
pursuant to Section 7.02; provided that the continuing or surviving Person
shall be a Restricted Subsidiary, which together with each of its Restricted
Subsidiaries, shall have complied with the requirements of Section 6.11;




          (f) the Borrower and the Restricted Subsidiaries may consummate the Merger; and




          (g) so long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a
Disposition permitted pursuant to Section 7.05.



          Section 7.05. Dispositions. Make any Disposition or enter into any agreement to make
any Disposition, except:





          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business and Dispositions of property no longer
used or useful in the conduct of the business of the Borrower and the Restricted
Subsidiaries;




          (b) Dispositions of inventory and assets of de minimus value, in any case in the
ordinary course of business;




          (c) (i) Dispositions of property (other than Stations and FCC Licenses) in the
ordinary course of business, to the extent that (x) such property is exchanged for
credit against the purchase price of similar replacement property or (y) the proceeds
of such Disposition are promptly applied to the purchase price of such replacement
property and (ii) Dispositions of one or more Stations (and related FCC Licenses) owned
by the Borrower or any of its Restricted Subsidiaries by way of a concurrent
swap or exchange for other Stations (and related FCC Licenses) acquired pursuant
to a Permitted Acquisition in accordance with the requirements of Section 7.02(i);




          (d) Dispositions of property to the Borrower or to a Restricted Subsidiary;
provided that if the transferor of such property is the Borrower or a
Guarantor, (i) the transferee thereof must either be a Guarantor or the Borrower or
(ii) to the extent such transaction constitutes an Investment, such transaction is
permitted under Section 7.02;



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          (e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by
Section 7.01;




          (f) Dispositions of property (other than FCC Licenses) pursuant to sale-leaseback
transactions; provided that (i) with respect to such property owned by the
Borrower and its Restricted Subsidiaries on the Closing Date, (x) the Fair Market Value
of all property so Disposed of after the Closing Date shall not exceed $30,000,000 and
(y) the Fair Market Value of all property so Disposed of during any fiscal year of the
Borrower, when taken together with the aggregate amounts of Consolidated EBITDA
generated by or attributable to all property Disposed of in reliance on sub-clause (II)
of Section 7.05(k) in such fiscal year (as reasonably determined by management of the
Borrower at the time of the respective Disposition, measured using such Disposed
property’s attributable portion of Consolidated EBITDA for the Test Period then most
recently ended), shall not exceed during any fiscal year of the Borrower an amount
equal to 10.0% of the Consolidated EBITDA for the Test Period ended on the last day of
the fiscal year of the Borrower then most recently ended, and (ii) with respect to such
property acquired by the Borrower or any Restricted Subsidiary after the Closing Date,
the applicable sale-leaseback transaction occurs within two hundred and seventy (270)
days after the acquisition or construction (as applicable) of such property;




          (g) Dispositions of Cash Equivalents in the ordinary course of business;




          (h) Dispositions or discounts without recourse of accounts receivable in
connection with the compromise or collection thereof in the ordinary course of
business;




          (i) leases, subleases, licenses or sublicenses, in each case in the ordinary
course of business and which do not materially interfere with the business of Holdings,
the Borrower and the Restricted Subsidiaries;




          (j) transfers of property subject to Casualty Events upon receipt of the Net Cash
Proceeds of such Casualty Event;




          (k) (I) Dispositions of property not otherwise permitted under this Section 7.05,
and (II) Dispositions of Stations (and related FCC Licenses) and other
EBITDA-generating property not otherwise permitted under this Section 7.05;
provided that (i) at the time of such Disposition (other than any such
Disposition made pursuant to a legally binding commitment entered into at a time when
no Default exists), no Default shall exist or would result from such Disposition,
(ii) the aggregate Fair Market Value of all property Disposed of in reliance on
sub-clause (I) of this clause (k) does not exceed $5,000,000, (iii) the aggregate
amounts of Consolidated EBITDA generated by or attributable to all property Disposed of
in reliance on sub-clause (II) of this clause (k) in any fiscal year of the Borrower
(as reasonably determined by management of the Borrower at the time of the respective
Disposition, measured using the Disposed property’s attributable portion of
Consolidated EBITDA for the Test Period then most recently ended), when taken



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together with the aggregate Fair Market Value of all property of the type described in clause
(i) of Section 7.05(f) Disposed of in reliance on said Section during such fiscal year,
shall not exceed during any fiscal year of the Borrower an amount equal to 10.0% of the
Consolidated EBITDA for the Test Period ended on the last day of the fiscal year of the
Borrower then most recently ended, and (iv) with respect to any Disposition pursuant to
this clause (k) for a purchase price in excess of $5,000,000, the Borrower or a
Restricted Subsidiary shall receive not less than 75% of such consideration in the form
of cash or Cash Equivalents (in each case, free and clear of all Liens at the time
received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted
by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided,
however, that for the purposes of this clause (iv), (A) any liabilities (as
shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet
provided hereunder or in the footnotes thereto) of the Borrower or such Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the payment
in cash of the Obligations) that are assumed by the transferee with respect to the
applicable Disposition and for which the Borrower and all of the Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing,
(B) any securities received by the Borrower or such Restricted Subsidiary from such
transferee that are converted by the Borrower or such Restricted Subsidiary into cash
(to the extent of the cash received) within 180 days following the closing of the
applicable Disposition and (C) any Designated Non-Cash Consideration received by the
Borrower or such Restricted Subsidiary in respect of such Disposition having an
aggregate Fair Market Value, taken together with all other Designated Non-Cash
Consideration received pursuant to this clause (C) that is at that time outstanding,
not in excess of 1.0% of Total Assets (as such term is defined in the Senior
Subordinated Notes Indenture as of the Closing Date) at the time of the receipt of such
Designated Non-Cash Consideration, with the Fair Market Value of each item of
Designated Non-Cash Consideration being measured at the time received and without
giving effect to subsequent changes in value, shall be deemed to be cash;




          (l) Dispositions listed on Schedule 7.05(l);




          (m) Dispositions of Investments in joint ventures to the extent required by, or
made pursuant to customary buy/sell arrangements between, the joint venture parties set
forth in joint venture arrangements and similar binding arrangements; and




          (n) the Disposition of the KC Divestiture Trust Station.


provided that any Disposition of any property pursuant to this Section 7.05 (except
pursuant to Sections 7.05(e) and except for Dispositions from a Loan Party to another Loan Party),
shall be for no less than the Fair Market Value of such property at the time of such Disposition.
To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any
Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be
sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the
Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.






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          Section 7.06. Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, except:





          (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to
other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly
owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to
each other owner of Equity Interests of such Restricted Subsidiary based on their
relative ownership interests of the relevant class of Equity Interests);




          (b) Holdings, the Borrower and each Restricted Subsidiary may declare and make
dividend payments or other distributions payable solely in the Equity Interests (other
than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such
Person;




          (c) (i) so long as no Default shall have occurred and be continuing or would
result therefrom, from and after the date the Borrower delivers an irrevocable written
notice to the Administrative Agent stating that the Borrower will make Restricted
Payments to Holdings that are used by Holdings solely to fund cash interest payments
required to be made by Holdings with respect to Indebtedness permitted to be incurred
by Holdings pursuant to Sections 7.03(h),(j),(l) and (r) (the “Holdings Restricted
Payments Election”), the Borrower may make such Restricted Payments to Holdings;




          (d) Restricted Payments made on the Closing Date to consummate the Transaction;




          (e) to the extent constituting Restricted Payments, Holdings, the Borrower and the
Restricted Subsidiaries may enter into and consummate transactions expressly permitted
by any provision of Section 7.04 or 7.08 (other than Sections 7.08(a), (f) and (g));




          (f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted
Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity
Interests represent a portion of the exercise price of such options or warrants;




          (g) Holdings (or, after a Qualifying IPO of the Borrower or an Intermediate
Holding Company, the Borrower or such Intermediate Holding Company, as the case may be)
may pay (or make Restricted Payments to allow any direct or indirect parent thereof to
pay) for the repurchase, retirement or other acquisition or retirement for value of
Equity Interests of Holdings (or of any parent of Holdings or, after a Qualifying IPO
of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate
Holding Company, as the case may be) by any future, present or former employee or
director of Holdings (or any direct or indirect parent of Holdings) or any of its
Subsidiaries pursuant to any employee or director equity plan, employee or director
stock option plan or any other employee or



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director benefit plan or any agreement
(including any stock subscription or shareholder agreement) with any employee or
director of Holdings or any of its Subsidiaries; provided that the aggregate amount of
Restricted Payments made pursuant to this clause (g) in any calendar year, when
combined with the aggregate amount of all cash payments (whether principal or interest)
made by the Loan Parties in respect of any promissory notes pursuant to Section 7.03(j)
in such calendar year, shall not exceed $5,000,000 (or, after a Qualified IPO,
$10,000,000), provided that any unused portion of the preceding basket for any calendar
year may be carried forward to succeeding calendar years, so long as the aggregate
amount of all Restricted Payments made pursuant to this Section 7.06(g) in any calendar
year (after giving effect to such carry forward), when aggregated with the aggregate
amount of cash payments made in respect of promissory notes pursuant to Section 7.03(j)
in such calendar year (after giving effect to such carry forward), shall not exceed
$10,000,000 (or, after a Qualified IPO, $20,000,000); provided, further, that such
amount in any calendar year may be increased by an amount not to exceed the remainder
of (x) the net cash proceeds of key man life insurance policies received by Holdings,
the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the
aggregate amount of all Restricted Payments made after the Closing Date with the net
cash proceeds described in preceding clause (x) less (z) the aggregate amount of all
cash payments made in respect of any promissory notes pursuant to Section 7.03(j) after
the Closing Date in reliance on the last proviso appearing in Section 7.03(j);




          (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to
Holdings:




     (i) the proceeds of which will be used to pay (or to make Restricted Payments
to allow any direct or indirect parent of Holdings to pay) the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or affiliated
returns for the relevant jurisdiction of Holdings (or such parent) attributable to
Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its
Subsidiaries filed separately;




     (ii) the proceeds of which shall be used by Holdings to pay (or to make
Restricted Payments to allow any direct or indirect parent of Holdings to pay) its
operating expenses incurred in the ordinary course of business and other corporate
overhead costs and expenses (including administrative, legal, accounting and
similar expenses provided by third parties), which are reasonable and customary
and incurred in the ordinary course of business, in an aggregate amount not to
exceed $3,000,000 in any fiscal year plus any reasonable and customary
indemnification claims made by directors or officers of Holdings (or any parent
thereof) attributable to the ownership or operations of the Borrower and its
Subsidiaries;




     (iii) the proceeds of which shall be used by Holdings to pay franchise taxes
and other fees, taxes and expenses required to maintain its (or any of its direct or
indirect parents’) corporate existence;



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     (iv) the proceeds of which shall be used by Holdings to make Restricted
Payments permitted to be made by Holdings pursuant to this Section 7.06;




     (v) to finance any Investment permitted to be made pursuant to Section 7.02(i);
provided that (A) such Restricted Payment shall be made substantially
concurrently with the closing of such Investment and (B) Holdings shall, immediately
following the closing thereof, cause (1) all property acquired (whether assets or
Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries
or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or
acquired into the Borrower or its Restricted Subsidiaries in order to consummate
such Permitted Acquisition, in each case, in accordance with the requirements of
Section 6.11;




     (vi) the proceeds of which shall be used by Holdings to pay (or to make
Restricted Payments to allow any direct or indirect parent thereof to pay) fees and
expenses (other than to Affiliates) related to any unsuccessful equity or debt
offering permitted by this Agreement; and




     (vii) with the proceeds of a Disposition of the KC Divestiture Trust Station
pursuant to Section 7.05(n), the proceeds of which Restricted Payment may in turn be
used by Holdings to make Restricted Payments to any direct parent of Holdings;




          (i) in addition to the foregoing Restricted Payments and so long as no Default
shall have occurred and be continuing or would result therefrom, the Borrower may make
additional Restricted Payments to Holdings the proceeds of which may be utilized by
Holdings to make additional Restricted Payments, in an aggregate amount not to exceed
the sum of (A) when added together with the aggregate amount of loans and advances to
Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by
this clause (i), $25,000,000 and (B) when added together with the aggregate amount of
(1) prepayments, redemptions, purchases, defeasances and other payments in respect of
Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to
Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by
this clause (i), $40,000,000 plus, in the case of each of clauses (A) and (B),
the sum of (i) the aggregate amount of the Net Cash Proceeds of Permitted
Equity Issuances (other than Permitted Equity Issuances made pursuant to Section
8.05) made after the Closing Date that are Not Otherwise Applied and (ii) if the Total
Leverage Ratio as of the last day of the immediately preceding Test Period (after
giving Pro Forma Effect to such additional Restricted Payments) is
7.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise
Applied; and




          (j) Holdings or the Borrower may make Restricted Payments with the proceeds of the
incurrence of Permitted Holdings Debt permitted by Section 7.03(r).



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          Section 7.07. Change in Nature of Business. Engage in any material line of business
substantially different from those lines of business conducted by the Borrower and the Restricted
Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.




          Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind
with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than
(a) transactions among Loan Parties, (b) on terms substantially as favorable to Holdings, the
Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such
Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than
an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of
Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with
the Transaction, (e) the payment of management and monitoring fees to the Sponsors and Cumulus in
an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to
each of the Sponsor Management Agreement and the Cumulus Management Agreement, in each case, as in
effect on the date hereof and any Sponsor Termination Fees or Cumulus Termination Fees not to
exceed the amount set forth in the Sponsor Management Agreement or the Cumulus Management
Agreement, as applicable, in each case, as in effect on the date hereof and related indemnities and
reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or
retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other
transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted
under this Article 7, (h) employment and severance arrangements between Holdings, the Borrower and
the Restricted Subsidiaries and their respective officers and employees in the ordinary course of
business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and
the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such
parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent
attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (j)
the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on
behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted
Subsidiaries in the ordinary course of business to the extent attributable to the ownership or
operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to
permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any
amendment thereto to the extent such an amendment is not adverse to the Lenders in any material
respect, (l) dividends, redemptions and repurchases
permitted under Section 7.06, and (m) customary payments by Holdings, the Borrower and any
Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities (including in connection
with acquisitions or divestitures), which payments are approved by the majority of the members of
the board of directors or a majority of the disinterested members of the board of directors of
Holdings or the Borrower, in good faith.




          Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a)
any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to
the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or
suffer to exist Liens on property of such Person for the benefit of the Secured Parties with
respect to the Facilities and the Obligations or under the Loan Documents;




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provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on
the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on
Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set
forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any
permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension
or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a
Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary
of the Borrower, so long as such Contractual Obligations were not entered into solely in
contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided
further that this clause (ii) shall not apply to Contractual Obligations that are binding
on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent
Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is
permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to
joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered
into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in
favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any
negative pledge relates to the property financed by or the subject of such Indebtedness (and
excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so
long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions
imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or
7.03(g), to the extent that such restrictions apply only to the property or assets securing such
Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the
Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or
any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement
entered into in the ordinary course of business, and (xi) are restrictions on cash or other
deposits imposed by customers under contracts entered into in the ordinary course of business.




          Section 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner
inconsistent with the uses set forth in the preliminary statements to this Agreement.




          Section 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total
Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on
September 30, 2006) to be greater than the ratio set forth below opposite the last day of such Test
Period:




	 	 	 	 	 	 	 	 	 
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2006
	 	—	 	—	 	11.25:1	 	11.25:1
	2007
	 	11.25:1	 	11.25:1	 	11.25:1	 	11.00:1
	2008
	 	10.75:1	 	10.75:1	 	10.75:1	 	10.50:1
	2009
	 	10.25:1	 	10.25:1	 	10.00:1	 	9.50:1
	2010
	 	9.50:1	 	9.25:1	 	9.00:1	 	8.75:1






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	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2011
	 	8.50:1	 	8.25:1	 	8.00:1	 	7.75:1
	2012
	 	7.50:1	 	7.50:1	 	7.00:1	 	6.75:1
	2013
	 	6.75:1	 	6.75:1	 	6.75:1	 	6.75:1






          (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period
(beginning with the Test Period ending on September 30, 2006) to be less than the ratio set forth
below opposite the last day of such Test Period:




	 	 	 	 	 	 	 	 	 
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2006
	 	—	 	—	 	1.10:1	 	1.10:1
	2007
	 	1.10:1	 	1.10:1	 	1.10:1	 	1.10:1
	2008
	 	1.10:1	 	1.10:1	 	1.15:1	 	1.15:1
	2009
	 	1.15:1	 	1.15:1	 	1.15:1	 	1.20:1
	2010
	 	1.20:1	 	1.25:1	 	1.25:1	 	1.30:1
	2011
	 	1.30:1	 	1.30:1	 	1.35:1	 	1.40:1
	2012
	 	1.55:1	 	1.60:1	 	1.65:1	 	1.70:1
	2013
	 	1.70:1	 	1.70:1	 	1.70:1	 	1.70:1






          Section 7.12. Accounting Changes. Make any change in fiscal quarter or fiscal year;
provided, however, that the Borrower may, upon written notice to the Administrative
Agent, change its fiscal quarter or fiscal year to any other fiscal quarter or fiscal year
reasonably acceptable to the Administrative Agent, in which case, the Borrower and the
Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to
this Agreement that are necessary to reflect such change in fiscal quarter or fiscal year.




          Section 7.13. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity
thereof in any manner (it being understood that payments of regularly scheduled interest shall be
permitted) the Senior Subordinated Notes, any Indebtedness incurred under Section 7.03(h)(i)(B),
any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms
of the Loan Documents or any Permitted Refinancing of any of the foregoing Indebtedness
(collectively, “Junior Financing”) or make any payment in violation of any subordination
terms of any Junior Financing Documentation, except, so long as no Default shall have occurred and
be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of
(x) any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if
applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any
Loans or Facility pursuant to Section 2.05(b) or (y) any Permitted Holdings Debt, (ii) the
conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests)
of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the
Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent
permitted by the subordination provisions contained in the Intercompany Note and (iv) prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to
their scheduled maturity in an aggregate amount, together with the aggregate amount of (1)
Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made
pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to
exceed the sum of (i) $40,000,000, (ii) the amount of the Net Cash







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Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made after the
Closing Date that are Not Otherwise Applied and (iii) if, as of the last day of the immediately
preceding Test Period (after giving Pro Forma Effect to such prepayments,
redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 7.50:1 or less,
the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.




          (b) Amend, modify or change (x) the subordination provisions of the Senior Subordinated Notes
Documentation and any other Junior Financing Documentation (and the component definitions as used
therein) or (y) any other term or condition of the Senior Subordinated Notes Documentation and any
other Junior Financing Documentation, in the case of this clause (y) in any manner materially
adverse to the interests of the Lenders, in any such case without the consent of the Arrangers.




          (c) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt”
(as defined in the Senior Subordinated Notes Indenture) or any similar term (as defined in any
Junior Financing Documentation), in each case, except for Obligations of the type described in
clause (x) of the definition thereof.




          Section 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit
any Domestic Subsidiary that is a Restricted Subsidiary to be (or become) a non-wholly owned
Subsidiary, except (i) as a result of or in connection with a dissolution, merger, consolidation or
Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any
Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a
Guarantor.




          Section 7.15. Holding Company. In the case of Holdings, conduct, transact or
otherwise engage in any business or operations other than those incidental to (i) its ownership of
the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, (iii) the
performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by
the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its
Equity Interests not prohibited by Article 7, and (v) any transaction that Holdings is permitted to
enter into or consummate under this Article 7.




          Section 7.16. Capital Expenditures. (a) Make any Capital Expenditure except for
Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted
Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal
year:





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	Fiscal Year	 	Amount
	2005
	 	$	9,000,000	 
	2006
	 	$	9,000,000	 
	2007
	 	$	9,500,000	 
	2008
	 	$	10,000,000	 
	2009
	 	$	10,000,000	 
	2010
	 	$	10,000,000	 
	2011
	 	$	10,000,000	 
	2012
	 	$	10,000,000	 
	2013
	 	$	10,000,000	 





; provided that the amount of Capital Expenditures permitted to be made in respect of any
fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount
equal to 5.0% of the pro forma aggregate consolidated revenues of the Acquired
Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning
after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure
Amount”).




          (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent
that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted
Subsidiaries in any fiscal year pursuant to Section 7.16(a) is less than the maximum amount of
Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year, the amount of
such difference (the “Rollover Amount”) may be carried forward and used to make additional
Capital Expenditures in the two immediately succeeding fiscal years to the extent that such
Rollover Amount shall not previously have been used to justify an Investment pursuant to Section
7.02(n); provided that Capital Expenditures in any fiscal year shall be counted against the
base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted
against any Rollover Amount available with respect to such fiscal year.




          Section 7.17. KC Divestiture Trust. Notwithstanding anything to the contrary in this
Agreement, neither Holdings nor any of the Restricted Subsidiaries shall be permitted to make any
Investment in KC Divestiture Trust.




ARTICLE VIII




Events Of Default and Remedies




          Section 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 (ii) within five (5) Business Days after
the same becomes due, any interest on any Loan or any other amount payable hereunder or with
respect to any other Loan Document; or




          (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or
agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to


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Holdings and the Borrower), 6.17 or Article 7; provided that any Event of Default
under Section 7.11 is subject to cure as contemplated by Section 8.05; or




          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its
part to be performed or observed and such failure continues for thirty (30) days after notice
thereof by the Administrative Agent to the Borrower; 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 required to be delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made; or




          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment
beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount,
or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of
Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap
Agreements), the effect of which default or other event is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for
such Indebtedness; or




          (f)
Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries
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, administrator, administrative
receiver or similar officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for sixty (60) calendar days; 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
sixty (60) calendar days, or an order for relief is entered in any such proceeding; or




          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts in excess of
the Threshold Amount 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


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the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty
(60) days after its issue or levy; or




          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final
judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount
(to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment or order and has not denied coverage) and such judgment or order shall
not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of
sixty (60) consecutive days; or




          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
which has resulted or could reasonably be expected to result in liability of any Loan Party in an
aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii)
any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to
result in a Material Adverse Effect; 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 (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in
writing the validity or enforceability of any provision of any Loan Document; or any Loan Party
denies in writing that it has any or further liability or obligation under any Loan Document (other
than as a result of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or




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




          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to
Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a
result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected
lien, with the priority required by the Collateral Documents, (or other security purported to be
created on the applicable Collateral) on and security interest in any material portion of the
Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except
to the extent that any such loss of perfection or priority results from the failure of the
Administrative Agent or the Collateral Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral Documents or to file Uniform
Commercial Code continuation statements and except as to Collateral consisting of real property to
the extent that such losses are covered by a lender’s title insurance policy and such insurer has
not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged
pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement
or any nonconsensual Liens arising solely by operation of Law; or




-124-









 








          (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the
Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or
“Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing
Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation
shall, in whole or in part, cease to be effective or cease to be legally valid, binding and
enforceable against the holders of any Junior Financing, if applicable; or




          (n) FCC Licenses. (i) Any FCC License necessary for the conduct of any business or activity
at any time conducted by the Borrower or any of the Restricted Subsidiaries shall be revoked,
annulled, cancelled or (ii) the FCC takes any action with respect to any FCC License in the case of
each of (i) and (ii), the effect of which could reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Effect.




          Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent may and, at the request of the Required Lenders, shall 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 Issuers 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
Borrower;




     (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 or applicable Law;


provided that upon the occurrence of an actual or deemed entry of an Event of Default under
Section 8.01(f) with respect to the Borrower, the obligation of each Lender to make Loans and any
obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.




          Section 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of
determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference
in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any
Restricted Subsidiary affected by any event or
circumstances referred to in any such clause that did not, as of the last day of the most
recent completed fiscal quarter of the Borrower, have assets with a value in excess of 5% of the
consolidated total assets of the Borrower and the Restricted


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Subsidiaries and did not, as of the
four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of
the total revenues of the Borrower and the Restricted Subsidiaries (it being agreed that all
Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall
be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining
whether the condition specified above is satisfied).




          Section 8.04. 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 (other than principal and interest, but including
Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to
each of the Administrative Agent and the Collateral Agent in its 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
(including Attorney Costs payable under Section 10.05 and amounts payable under Article 3),
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 and L/C Borrowings, ratably among the Lenders 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, the termination value under Secured Hedge
Obligations and the Cash Management Obligations, ratably among the Lenders and the other
Secured Creditors 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 Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;




     Sixth, to the payment of all other Obligations of the Loan Parties that are due
and payable to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the other Secured Parties on such date; 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


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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 and, if no Obligations
remain outstanding, to the Borrower.




          Section 8.05. Borrower’s Right to Cure. (a) Notwithstanding anything to the
contrary contained in Section 8.01, in the event of any Event of Default under any covenant set
forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which
financial statements are required to be delivered with respect to the applicable fiscal quarter
hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity
Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA
with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are
actually received by the Borrower (including through capital contribution of such Net Cash Proceeds
by Holdings to the Borrower) no later than ten (10) days after the date on which financial
statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not
Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of
Default under Section 7.11 for any applicable period. The parties hereby acknowledge that this
Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as
applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the
amount of the Consolidated EBITDA referred to in the immediately preceding sentence.




          (b) Notwithstanding the provisions of Section 8.05(a), (x) in each period of four fiscal
quarters, there shall be at least one (1) fiscal quarter in which no cure set forth in Section
8.05(a) is made and (y) in each period of eight fiscal quarters, there shall be at least four (4)
consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.




ARTICLE IX




Administrative Agent and Other Agents




          Section 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby
irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan
Document, the Administrative Agent shall have no duties or responsibilities, except those expressly
set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender or
participant, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against
the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of
the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended
to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of
any applicable Law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between independent contracting
parties.




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          (b) Each 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 each such L/C Issuer shall have all of the
benefits and immunities (i) provided to the Agents in this Article 9 with respect to any
acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by
it or proposed to be issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and
in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.




          (c) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of (and to hold any security interest
created by the Collateral Documents for and on behalf of or on trust for) such Lender 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 Secured 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 9.02 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 9 (including, Section 9.07, 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.




          Section 9.02. Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document (including for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral
Documents or of exercising any rights and remedies thereunder) by or through agents, employees or
attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent and
shall be entitled to advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct (as determined in the final judgment of a court of competent
jurisdiction).




          Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful misconduct, as
determined by the final judgment of a court of competent jurisdiction, in connection with its
duties expressly set forth herein), or (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by any Loan Party or any
officer thereof, contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or the perfection or priority of any Lien or security

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interest created or purported to be
created under the Collateral Documents, or for any failure of any Loan Party or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any
Affiliate thereof.




          Section 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, electronic mail message, statement or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan Party), independent
accountants and other experts selected by such Agent. Each Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it
shall first be indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such action.
Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required
Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.




          (b) For purposes of determining compliance with the conditions specified in 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.




          Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default, except with respect to defaults in the
payment of principal,
interest and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that such notice is a
“notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to any Event of Default as
may be directed by the Required Lenders in accordance with Article 8; provided that unless
and until the Administrative Agent has received any such direction, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect
to such Event of Default as it shall deem advisable or in the best interest of the Lenders.




          Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender
acknowledges that no Agent-Related Person has made any representation or warranty to it, and that
no act by any Agent hereafter taken, including any consent to and acceptance of any

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assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to each Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the Borrower and the other
Loan Parties hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related Person.




          Section 9.07. Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related
Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from
and against any and all Indemnified Liabilities incurred by it; provided that no Lender
shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct,
as determined by the final judgment of a court of competent jurisdiction; provided that no
action taken in accordance with
the directions of the Required Lenders (or such other number or percentage of the Lenders as
shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other Person. Without
limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the
payment of all other Obligations and the resignation of the Administrative Agent.




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          Section 9.08. Agents in their Individual Capacities. DBTCA and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates as though DBTCA
were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of
the Lenders. The Lenders acknowledge that, pursuant to such activities, DBTCA or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including information that may
be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to provide such information
to them. With respect to its Loans, DBTCA shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though it were not the
Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include DBTCA in its
individual capacity.




          Section 9.09. Successor Agents. The Administrative Agent may resign as the
Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the
Borrower at all times other than during the existence of an Event of Default under Section 8.01(f)
or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no
successor agent is appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a
successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent
hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such
successor administrative agent and/or supplemental administrative agent, as the case may be, and
the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent
shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the
Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was the Administrative
Agent under this Agreement. If no successor agent has accepted appointment as the Administrative
Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as provided for above.
Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and
upon the execution and filing or recording of such financing statements, or amendments thereto, and
such amendments or supplements to the Mortgages, and such other instruments or notices, as may be
necessary or desirable, or as the Required Lenders may request, in order to (a) continue the
perfection of the Liens granted or purported to be granted by the Collateral Documents or (b)
otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, discretion,
privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under the Loan Documents. After the retiring
Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this

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Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as the Administrative Agent.




          Section 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:





     (a) to 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 owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under
Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and




     (b) to 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 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, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their respective
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 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 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.




          Section 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:





     (a) any Lien on any property granted to or held by the Administrative Agent or
the Collateral Agent under any Loan Document shall be automatically released (i) upon
termination of the Aggregate Commitments and payment in full of all Obligations (other
than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash
Management Obligations not yet due and payable and (z) contingent indemnification
obligations not yet accrued and payable) and the



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expiration or termination of all
Letters of Credit, (ii) at the time the property subject to such Lien is transferred or
to be transferred as part of or in connection with any transfer permitted hereunder or
under any other Loan Document to any Person other than Holdings, the Borrower or any
other Guarantor, (iii) subject to Section 10.01, if the release of such Lien is
approved, authorized or ratified in writing by the Required Lenders, or (iv) if the
property subject to such Lien is owned by a Guarantor, upon release of such Guarantor
from its obligations under its Guaranty pursuant to clause (c) below;




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




     (c) any Guarantor shall be automatically released from its obligations under the
Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a
transaction or designation permitted hereunder (including as a result of a Guarantor
being redesignated as an Unrestricted Subsidiary); provided that no such
release shall occur if such Guarantor continues to be a guarantor in respect of the
Senior Subordinated Notes or any other Junior Financing.



          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 9.11. In each case as specified in this Section 9.11, the Administrative
Agent will (and each Lender irrevocably authorizes the Administrative Agent to), 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 or subordination of such item
of Collateral from the assignment and security interest granted under the Collateral Documents, or
to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in
accordance with the terms of the Loan Documents and this Section 9.11.




          Section 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a “co-syndication
agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to
all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking action hereunder.




          Section 9.13. Appointment of Supplemental Administrative Agents. (a) It is the
purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law
of any jurisdiction denying or restricting the right of banking corporations or associations to
transact business as agent or trustee in such jurisdiction. It is recognized that in case of
litigation under this Agreement or any of the other Loan Documents, and in particular in case of
the enforcement of any of the Loan Documents, or in case the Administrative Agent

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deems that by
reason of any present or future Law of any jurisdiction it may not exercise any of the rights,
powers or remedies granted herein or in any of the other Loan Documents or take any other action
which may be desirable or necessary in connection therewith, the Administrative Agent is hereby
authorized to appoint an additional individual or institution selected by the Administrative Agent
in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent,
administrative sub-agent or administrative co-agent (any such additional individual or institution
being referred to herein individually as a “Supplemental Administrative Agent” and
collectively as “Supplemental Administrative Agents”).




          (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent
with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or
intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to
enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with
respect to such Collateral and to perform such duties with respect to such Collateral, and every
covenant and obligation contained in the Loan Documents and necessary to the exercise or
performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by
either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions
of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall
inure to the benefit of such Supplemental Administrative Agent and all references therein to the
Administrative Agent shall be deemed to
be references to the Administrative Agent and/or such Supplemental Administrative Agent, as
the context may require.




          (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be
required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more
fully and certainly vesting in and confirming to him or it such rights, powers, privileges and
duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute,
acknowledge and deliver any and all such instruments promptly upon request by the Administrative
Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such
Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised
by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.




ARTICLE X




Miscellaneous




          Section 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no
amendment, modification, supplement 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 each such waiver, amendment, modification, supplement or
consent shall be effective only in the specific

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instance and for the specific purpose for which
given; provided that no such amendment, modification, supplement, waiver or consent shall:





     (a) extend or increase the Commitment of any Lender without the written consent
of each Lender directly affected thereby (it being understood that a waiver of any
condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory
prepayment or mandatory reduction of the Commitments shall not constitute an extension
or increase of any Commitment of any Lender);




     (b) postpone any date scheduled for, or reduce the amount of, any payment of
principal or interest under Section 2.07 or 2.08 without the written consent of each
Lender directly affected thereby, it being understood that the waiver of (or amendment
to the terms of) any mandatory prepayment of the Term Loans shall not constitute a
postponement of any date scheduled for the payment of principal or interest;




     (c) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this
Section 10.01) any fees (including fees set forth in Section 2.05(a)(iv)) or other
amounts payable hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby, it being understood that any change to the
definition of Total Leverage Ratio, Interest Coverage Ratio or in the
component definitions of each thereof shall not constitute a reduction in the
rate; provided that only the consent of the Required Lenders shall be necessary
to amend the definition of “Default Rate” or to waive any obligation of the
Borrower to pay interest at the Default Rate;




     (d) change any provision of this Section 10.01, the definition of “Required
Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written
consent of each Lender directly affected thereby;




     (e) other than in a transaction permitted under Section 7.05, release all or
substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Lender; or




     (f) other than in connection with a transaction permitted under Section 7.04 or
7.05, release all or substantially all of the aggregate value of the Guarantees,
without the written consent of each Lender;


and provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights
or duties of an L/C Issuer under this Agreement or any Letter of Credit Application 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 Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of the Swing Line Lender under this Agreement; (iii) 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, or any fees or other amounts payable to, the


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Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(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; and (v) the consent of Lenders holding more than 50% of any Class of Commitments
shall be required with respect to any amendment that by its terms adversely affects the rights of
such Class in respect of payments hereunder in a manner different than such amendment affects other
Classes. Any such wavier and any such amendment, modification or supplement in accordance with the
terms of this Section 10.01 shall apply equally to each of the Lenders and shall be binding on the
Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments.
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 (it being
understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be
excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).




          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add
one or more additional credit facilities to this Agreement and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans
and the Revolving Credit Loans and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.




          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term Loans to permit the refinancing of all outstanding Term Loans (“Refinanced
Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term
Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement
Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the
Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for
such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term
Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans
at the time of such refinancing (except to the extent of nominal amortization for periods where
amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d)
all other terms applicable to such Replacement Term Loans shall be substantially identical to, or
less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such
Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms
applicable to any period after the latest final maturity of the Term Loans in effect immediately
prior to such refinancing.




          Section 10.02. Notices and Other Communications; Facsimile Copies. (a) General.
Unless otherwise expressly provided herein, all notices and other communications provided for
hereunder or under any other Loan Document shall be in writing (including by facsimile
transmission). All such written notices shall be mailed, faxed or delivered to the applicable
address, facsimile number or electronic mail address, and all notices and other

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communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:





     (i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line
Lender, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02 or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party in a notice
to the other parties; and




     (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing
Line Lender.


All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,
four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail
(which form of delivery is subject to the provisions of Section 10.02(c)), when delivered;


provided that notices and other communications to the Administrative Agent, the L/C Issuers
and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by
such Person. In no event shall a voice mail message be effective as a notice, communication or
confirmation hereunder.




          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted
and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject
to applicable Law, have the same force and effect as manually signed originals and shall be binding
on all Loan Parties, the Agents and the Lenders.




          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and
each Lender from all 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 the absence of gross
negligence or willful misconduct. All telephonic notices to the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.




          Section 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege

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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, and provided under each
other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by Law.




          Section 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the
Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation, syndication and execution of this
Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs of White & Case LLP, and (b) to pay or reimburse the
Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each
Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any
rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief
Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs
and expenses shall include all reasonable search, filing, recording and title insurance
charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a))
out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts
due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower
of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any
Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in
its sole discretion.




          Section 10.05. Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by
or asserted against any such Indemnitee in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of any Loan Document
or any other agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated thereby, (b) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by an 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), or (c) any actual or alleged presence or release of Hazardous Materials on
or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any
other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary
or any other Loan Party, or (d) any actual or

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prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful
misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from
the use by others of any information or other materials obtained through IntraLinks or other
similar information transmission systems in connection with this Agreement, nor shall any
Indemnitee or any Loan Party have any liability for any special, punitive, indirect or
consequential damages relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the Closing Date). In the
case of an investigation, litigation or other proceeding to which the indemnity in this Section
10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought
by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other
Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the
transactions contemplated hereunder or under any of the other Loan Documents is consummated. All
amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand
therefor; provided, however, that such Indemnitee shall promptly refund such amount
to the extent that there is a final judicial or arbitral determination that such Indemnitee was not
entitled to indemnification or contribution rights with respect to such payment pursuant to the
express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.




          Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to any Agent or any Lender, or any Agent 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 such Agent 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 severally agrees to pay to
the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid
by any 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.




          Section 10.07. Successors and Assigns. (a) 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 that neither Holdings nor the Borrower may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of

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each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions
of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section
10.07(h) (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 Section 10.07(e) and, to the extent expressly contemplated
hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this
Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (“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 Section 10.07(b), participations in L/C Obligations and in Swing
Line Loans) at
the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld, delayed or conditioned) of:





     (A) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of
Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;




     (B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of
an Agent;




     (C) each Principal L/C Issuer at the time of such assignment, provided that no
consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or
any assignment to an Agent or an Affiliate of an Agent; and




     (D) the Swing Line Lender; provided that no consent of the Swing Line Lender
shall be required for any assignment of a Term Loan or any assignment to an Agent or an
Affiliate of an Agent.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of
any Class, the amount of the Commitment or 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) shall not be less than $5,000,000
(in the case of the Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan)
unless each of the Borrower and the Administrative Agent otherwise consents,
provided that (1) no such consent of the Borrower shall be required if an Event of
Default under Section 8.01(a), (f) or (g) has



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occurred and is continuing and (2) such
amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds,
if any;




     (B) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




     (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.



          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Facilities on a non-pro
rata basis.




          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04
and 10.05 with respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, and the surrender by the assigning Lender of its Note, 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 clause (c)
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 10.07(e).




          (d) 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 (and related interest amounts) of the Loans, L/C
Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section
2.03, owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, absent manifest error, and
the Borrower, the Agents and the Lenders shall 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 the
Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.




          (e) 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) (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 and/or Swing Line Loans) owing to it); provided that

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(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 Agents and the other Lenders 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 the other Loan Documents and
to approve any amendment, modification or waiver of any provision of this Agreement or the other
Loan Documents; 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 Section 10.07(f), 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 Section 10.07(c) but shall not be entitled
to recover greater amounts under such Sections than the selling Lender would be entitled to
recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees
to be subject to Section 2.13 as though it were a Lender.




          (f) Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04
or 3.05 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant 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
10.15 as though it were a Lender.




          (g) 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.




          (h) 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 Loan, and (ii) if an SPC elects not to exercise such
option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. 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 3.01, 3.04 or 3.05), (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

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lender of record
hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a processing fee of
$3,500, assign all or any portion of its right to receive payment with respect to any Loan to the
Granting Lender and (ii) 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.




          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in
accordance with applicable Law create a security interest in all or any portion of the Loans owing
to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security
interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the
trustee for holders of obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that unless and until such trustee actually becomes a
Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall
release the pledging Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall
not be entitled to exercise any of the rights of a Lender under the Loan Documents even though
such trustee may have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.




          (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing
Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C
Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration
of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line
Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to
the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as
applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the
Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a
successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the
Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or
the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer
resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of its resignation as an
L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c).




          Section 10.08. Confidentiality. Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information, except that Information may be disclosed (a) to
its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment
advisors and agents, including accountants, legal counsel and other advisors (it being understood

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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 Governmental Authority; (c) to the extent required by applicable Laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an
agreement containing provisions substantially the same as those of this Section 10.08 (or as may
otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section
10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this
Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes
publicly available other than as a result of a breach of this Section 10.08; (h) to any
Governmental Authority or examiner (including the National Association of Insurance Commissioners
or any other similar organization) regulating any Lender or its Affiliates; or (i) to any rating
agency when required by it (it being understood that, prior to any such disclosure, such rating
agency shall undertake to preserve the confidentiality of any Information relating to the Loan
Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the
existence of this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the Agents and the
Lenders in connection with the administration and management of this Agreement, the other Loan
Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08,
“Information” means all information received from any Loan Party relating to any Loan Party
or its business, other than any such information that is publicly available to any Agent or any
Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section
10.08; provided that, in the case of information received from a Loan Party after the date
hereof, such information is clearly identified at the time of delivery as confidential or (ii) is
delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.




          Section 10.09. Setoff. (a) In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of Default, each
Lender and its Affiliates is authorized at any time and from time to time, without prior notice to
the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own
behalf and on behalf of each Loan Party and its Subsidiaries) 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) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates to or for the credit or the account of the respective Loan Parties and their
Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or
under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent
or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document
and although such Obligations may be contingent or unmatured or denominated in a currency different
from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set off and application made by such Lender;
provided that the failure to give such notice shall not affect the validity of such setoff
and application. The rights of the Administrative Agent and each Lender under this Section 10.09
are in addition to other rights and remedies (including other rights of setoff) that the
Administrative Agent and such Lender may have.




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          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER
OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO BANK OR THE ADMINISTRATIVE
AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE
ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT
IS TAKEN WITH THE CONSENT OF THE REQUIRED BANKS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS
AGREEMENT, ALL OF THE BANKS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR
ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA
CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY
OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE
ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE
BY ANY BANK OR THE ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF
THE REQUIRED BANKS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL
BE SOLELY FOR THE BENEFIT OF EACH OF THE BANKS AND THE ADMINISTRATIVE AGENT HEREUNDER.




          Section 10.10. 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 any 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 an 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.




          Section 10.11. Counterparts. This Agreement and each other Loan Document may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery by telecopier of an executed
counterpart of a signature page to this Agreement and each other Loan Document shall be effective
as delivery of an original executed counterpart of this Agreement and such other Loan Document.
The Agents may also require that any such documents and signatures delivered by telecopier be
confirmed by a manually signed original thereof; provided that the failure to request or
deliver the same shall not limit the effectiveness of any document or signature delivered by
telecopier.




          Section 10.12. Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter

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hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of supplemental
rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be
deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in favor of any party,
but rather in accordance with the fair meaning thereof.




          Section 10.13. Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and
warranties have been or will be relied upon by each Agent and each Lender, regardless of any
investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent
or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension,
and shall continue in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash
Management Obligations or contingent indemnification obligations, in any such case, not then due
and payable) or any Letter of Credit shall remain outstanding.




          Section 10.14. Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not
be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.




          Section 10.15. Tax Forms. (a) (i) Each Lender and Agent that is not a “United
States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign
Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date
which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an
interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, United States withholding tax on all payments to be made to such Foreign Lender by
the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS
Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by
the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such
other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such
Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax,
including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a
Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that
establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not
(i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within
the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related
to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time,
each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent
such additional duly completed and signed copies of one or more of such forms or certificates (or
such successor forms or certificates as



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shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United States Laws and
regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the
Administrative Agent of any available exemption from, or reduction of, United States withholding
taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan
Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the
date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the
occurrence of any event requiring a change in the most recent form, certificate or evidence
previously delivered by it to the Borrower and the Administrative
Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the
Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or reduction.





     (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign Lender under
any of the Loan Documents (for example, in the case of a typical participation by such
Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when
such Foreign Lender ceases to act for its own account with respect to any portion of any
such sums paid or payable, and at such other times as may be necessary in the determination
of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of
its discretion), (A) two duly signed completed copies of the forms or statements required to
be provided by such Foreign Lender as set forth above, to establish the portion of any such
sums paid or payable with respect to which such Foreign Lender acts for its own account that
is not subject to United States withholding tax, and (B) two duly signed completed copies of
IRS Form W 8IMY (or any successor thereto), together with any information such Foreign
Lender chooses to transmit with such form, and any other certificate or statement of
exemption required under the Code, to establish that such Foreign Lender is not acting for
its own account with respect to a portion of any such sums payable to such Foreign Lender.




     (iii) The Borrower shall not be required to pay any additional amount or any indemnity
payment under Section 3.01 to (A) any Foreign Lender to the extent Taxes are not due but for
the failure of such Foreign Lender to satisfy the foregoing provisions of this Section
10.15(a), or (B) any U.S. Lender to the extent Taxes are not due but for the failure of such
U.S. Lender to satisfy the provisions of Section 10.15(b); provided that (i) if such
Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on
the date such Lender became a Lender or ceased to act for its own account with respect to
any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section
10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.01 in the event that, as a result of any change in any applicable Law, treaty or
governmental rule, regulation or order, or any change in the interpretation, administration
or application thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that such Lender
or other Person for the account of which such Lender receives any sums payable under any of
the Loan Documents is not subject to withholding or is subject to withholding at a reduced
rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation
to pay any amounts pursuant to Section 3.01 in the



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event that the requirements of
10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to
rely on any applicable forms and statements required to be provided under this Section 10.15
by the Foreign Lender that does not act or has ceased to act for its own account under any
of the Loan Documents, including in the case of a typical participation.




     (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws
to be deducted and withheld from any payment under any of the Loan Documents.



          (b) [Reserved].




          Section 10.16. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          (b) ANY LEGAL ACTION OR PROCEEDING 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, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER,
HOLDINGS, EACH AGENT AND EACH LENDER 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.




          Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT 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 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 MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.




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          Section 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and
Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender
and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each
Lender and their respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior written consent of
the Lenders, except as permitted by Section 7.04.




          Section 10.19. Lender Action. Each Lender agrees that it shall not take or institute
any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party
or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the
exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other
rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial
procedures, with respect to any Collateral or any other property of any such Loan Party, without
the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for
the sole benefit of the Lenders and shall not afford any right to, or constitute a defense
available to, any Loan Party.




          Section 10.20. USA PATRIOT Act. Each Lender hereby notifies the Loan Parties 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 Loan Parties, which information includes the name and address of the Loan
Parties and other information that will allow such Lender to identify the Loan Parties in
accordance with the Act.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




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




	 	 	 	 	 
	 	CMP SUSQUEHANNA CORP., as the Borrower

 	 
	 	By:  	/s/ Richard S. Denning	 
	 	 	Name:  	Richard S. Denning	 
	 	 	Title:  	Vice President, Secretary & General Counsel	 
	 



CREDIT AGREEMENT





 









 





	 	 	 	 	 
	 	



CMP SUSQUEHANNA RADIO HOLDINGS CORP., as a Guarantor

 	 
	 	By:  	/s/ Richard S. Denning	 
	 	 	Name:  	Richard S. Denning	 
	 	 	Title:  	Vice President, Secretary & General Counsel	 
	 



CREDIT AGREEMENT




 









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually
and as Administrative Agent, L/C Issuer and Swing
Line Lender

 	 
	 	By:  	/s/ Susan Le Fevre	 
	 	 	Name:  	Susan Le Fevre	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/ Carin Keegan	 
	 	 	Name:  	Carin Keegan	 
	 	 	Title:  	Vice President	 
	 



CREDIT AGREEMENT





 









 





	 	 	 	 	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Co-Documentation Agent

 	 
	 	By:  	/s/
Cécile Baker	 
	 	 	Name:  	Cécile Baker	 
	 	 	Title:  	Director	 
	 



CREDIT AGREEMENT





 









 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., Individually and
as Co-Documentation Agent

 	 
	 	By:  	/s/ WW Archer	 
	 	 	Name:  	William W. Archer	 
	 	 	Title:  	Managing Director	 
	 



CREDIT AGREEMENT





 









 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CRADIT AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP.

VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS,

AS SYNDICATION AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO-

DOCUMENTATION AGENTS

	 
	 	 	 
	 	 	 
	 	 	 
	 	UBS LOAN FINANCE LLC:	 
	 	 	 
	 	By:  	/s/
Richard L. Tavrow	 
	 	 	Name: Richard L. Tavrow	 
	 	 	Title:   Director	 
	 	 	 
	 	By:  	/s/
Irja R. Otsa	 
	 	 	Name: Irja R. Otsa	 
	 	 	Title:   Associate Director	 
	 






 









 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CRADIT AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP.

VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS,

AS SYNDICATION AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO-

DOCUMENTATION AGENTS

	 
	 	 	 
	 	 	 
	 	 	 
	 	[NAME OF INSTITUTION]:	 
	 	 	 
	 	GENERAL
ELECTRIC CAPITAL CORPORATION	 
	 	 	 
	 	By:  	/s/
Karl Kieffer	 
	 	 	Name:         KARL KIEFFER	 
	 	 	Title:           DULY AUTHORIZED SIGNATORY	 
	 






 









 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CRADIT
AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP.

VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST

COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS, AS SYNDICATION
AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH

INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO-DOCUMENTATION AGENTS
	 
	 	 	 
	 	 	 
	 	 	 
	 	[NAME OF INSTITUTION]:	 
	 	 	 
	 	     BANK OF AMERICA, N.A.	 
	 	 	 
	 	By:  	/s/
[ILLEGIBLE]	 
	 	 	Name:  	 	 
	 	 	Title: