EX-4.2 REGISTRATION RIGHTS AGREEMENT



 





EXHIBIT
4.2



      






REGISTRATION RIGHTS AGREEMENT




Dated as of May 5, 2006




Among




CMP SUSQUEHANNA CORP. and




THE GUARANTORS LISTED ON SCHEDULE I HERETO




and




MERRILL LYNCH & CO.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

GOLDMAN, SACHS & CO.,

DEUTSCHE BANK SECURITIES INC.,

UBS SECURITIES LLC and

BANC OF AMERICA SECURITIES LLC




9-7/8% Senior Subordinated Notes due 2014



      












 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Exchange Offer
	 	 	5	 
	 
	 	 	 	 	 	 
	3.

	 	Shelf Registration
	 	 	9	 
	 
	 	 	 	 	 	 
	4.

	 	Additional Interest
	 	 	10	 
	 
	 	 	 	 	 	 
	5.

	 	Registration Procedures
	 	 	11	 
	 
	 	 	 	 	 	 
	6.

	 	Registration Expenses
	 	 	20	 
	 
	 	 	 	 	 	 
	7.

	 	Indemnification and Contribution.
	 	 	21	 
	 
	 	 	 	 	 	 
	8.

	 	Rules 144 and 144A
	 	 	24	 
	 
	 	 	 	 	 	 
	9.

	 	Underwritten Registrations
	 	 	25	 
	 
	 	 	 	 	 	 
	10.

	 	Miscellaneous
	 	 	26	 





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REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is dated as of May 5, 2006,
among CMP Susquehanna Corp., a Delaware corporation (the “Company”), the guarantors listed
on Schedule I hereto (the “Guarantors”) and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Deutsche Bank Securities Inc., UBS
Securities LLC and Banc of America Securities LLC, as initial purchasers (the “Initial
Purchasers”).




          This Agreement is entered into in connection with the Purchase Agreement, dated as of May 1,
2006 (the “Purchase Agreement”), by and among the Company, CMP Susquehanna Radio Holdings
Corp., CMP KC Corp., CMP Houston- KC, LLC and the Initial Purchasers, as amended by the Joinder
Agreement, dated as of May 5, 2006, among the Subsidiary Guarantors named therein and the Initial
Purchasers (the “Joinder Agreement”) which provides for, among other things, the sale by
the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s
(as defined below) 9-7/8% Senior Subordinated Notes due 2014 (the “Notes”). The Notes are
issued under an indenture, dated as of the date hereof (as amended or supplemented from time to
time, the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National
Association, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the
Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the
Issuers’ obligations under the Notes and the Indenture. References to the “Securities”
shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuers”
refer to (a) prior to the consummation of the Merger (as defined in the Purchase Agreement), solely
to the Company, CMP Susquehanna Radio Holdings Corp., CMP KC Corp. and CMP KC-Houston, LLC, and
(ii) following the Merger and upon the execution of the Joinder Agreement, to the Company and the
Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit
of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution
and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the
Purchase Agreement.




          The parties hereby agree as follows:





	 	1.	 	Definitions





          As used in this Agreement, the following terms shall have the following meanings:




          Additional Interest: See Section 4(a) hereof.




          Advice: See the last paragraph of Section 5 hereof.










 



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          Agreement: See the introductory paragraphs hereto.




          Applicable Period: See Section 2(b) hereof.




          Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the
Exchange Act.




          Company: See the introductory paragraphs hereto.




          Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day
after the Filing Date with respect thereto; provided, however, that if the
Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness
Date shall be the next succeeding Business Day.




          Effectiveness Period: See Section 3(a) hereof.




          Event Date: See Section 4(b) hereof.




          Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.




          Exchange Notes: See Section 2(a) hereof.




          Exchange Offer: See Section 2(a) hereof.




          Exchange Offer Registration Statement: See Section 2(a) hereof.




          Exchange Securities: See Section 2(a) hereof.




          Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant
to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise
fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding
Business Day.




          Guarantees: See the introductory paragraphs hereto.




          Guarantors: See the introductory paragraphs hereto.




          Holder: Any holder of a Registrable Security or Registrable Securities.




          Indenture: See the introductory paragraphs hereto.




          Information: See Section 5(n) hereof.




          Initial Purchasers: See the introductory paragraphs hereto.










 



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          Initial Shelf Registration: See Section 3(a) hereof.




          Inspectors: See Section 5(n) hereof.




          Issue Date: May 5, 2006, the date of original issuance of the Notes.




          Issuers: See the introductory paragraphs hereto.




          Merger: See the introductory paragraphs hereto.




          NASD: See Section 5(r) hereof.




          New Guarantees: See Section 2(a) hereof.




          Notes: See the introductory paragraphs hereto.




          Participant: See Section 7(a) hereof.




          Participating Broker-Dealer: See Section 2(b) hereof.




          Person: An individual, trustee, corporation, partnership, limited liability company,
joint stock company, trust, unincorporated association, union, business association, firm or other
legal entity.




          Private Exchange: See Section 2(b) hereof.




          Private Exchange Notes: See Section 2(b) hereof.




          Prospectus: The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus supplement, and all other
amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.




          Purchase Agreement: See the introductory paragraphs hereof.




          Records: See Section 5(n) hereof.




          Registrable Securities: Each Security upon its original issuance and at all times
subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note (and










 



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the related Guarantees) upon original issuance thereof and at all times subsequent thereto,
until, in each case, the earliest to occur of (i) a Registration Statement (other than, with
respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note
(and the related Guarantees) has been declared effective by the SEC and such Security, Exchange
Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such Security has been
exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may
be resold without restriction under state and federal securities laws, (iii) such Security,
Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Security, Exchange Security or Private
Exchange Note (and the related Guarantees), as the case may be, may be resold without restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.




          Registration Statement: Any registration statement of the Issuers that covers any of
the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees)
filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments
and supplements to such registration statement, including post-effective amendments, all exhibits,
and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.




          Rule 144: Rule 144 under the Securities Act.




          Rule 144A: Rule 144A under the Securities Act.




          Rule 405: Rule 405 under the Securities Act.




          Rule 415: Rule 415 under the Securities Act.




          Rule 424: Rule 424 under the Securities Act.




          SEC: The U.S. Securities and Exchange Commission.




          Securities: See the introductory paragraphs hereto.




          Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.




          Shelf Notice: See Section 2(c) hereof.




          Shelf Registration: See Section 3(b) hereof.




          Shelf Registration Statement: Any Registration Statement relating to a Shelf
Registration.










 



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          Shelf Suspension Period: See Section 3(a) hereof.




          Subsequent Shelf Registration: See Section 3(b) hereof.




          TIA: The Trust Indenture Act of 1939, as amended.




          Trustee: The trustee under the Indenture and the trustee under any indenture (if
different) governing the Exchange Securities and Private Exchange Notes (and the related
Guarantees).




          Underwritten registration or underwritten offering: A registration in which
securities of the Issuers are sold to an underwriter for reoffering to the public.




          Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments
thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be deemed to
amend or replace Rule 144A.





	 	2.	 	Exchange Offer





          (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of
the staff of the SEC, the Issuers shall file with the SEC a Registration Statement (the
“Exchange Offer Registration Statement”) on an appropriate registration form with respect
to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable
Securities for a like aggregate principal amount of debt securities of the Issuers (the
“Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior
subordinated basis by the Guarantors (the “New Guarantees” and, together with the Exchange
Notes, the “Exchange Securities”), that are identical in all material respects to the Notes
except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest
thereon shall accrue from the last date on which interest was paid on the Notes or, if no such
interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of the
Indenture or a trust indenture which is identical in all material respects to the Indenture (other
than such changes to the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer
shall comply with all applicable tender offer rules and regulations under the Exchange Act and
other applicable laws. The Issuers shall (w) prepare and file with the SEC the Exchange Offer
Registration Statement with respect to the Exchange Offer; (x) use their reasonable best efforts to
cause the Exchange Offer Registration Statement to be declared effective under the Securities Act,
(y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable
law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 360th day following the Issue Date.










 



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          Each Holder (including, without limitation, each Participating Broker-Dealer) that
participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be
required to represent to the Issuers in writing (which may be contained in the applicable letter of
transmittal) that:




          (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being
acquired in the ordinary course of business of the Person receiving such Exchange Securities,
whether or not such recipient is such Holder itself;




          (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder
nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from
such Holder has an arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act;




          (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the
Issuers or, if it is an affiliate of the Issuers, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable and will provide
information to be included in the Shelf Registration Statement in accordance with Section 5 hereof
in order to have their Registrable Securities included in the Shelf Registration Statement and
benefit from the provisions regarding Additional Interest in Section 4 hereof;




          (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge
of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or
intends to engage in a distribution of the Exchange Securities; and




          (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable
Securities for its own account in exchange for Securities that were acquired as a result of
market-making activities or other trading activities and that it will comply with the applicable
provisions of the Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).




          Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange
Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by the
Participating Broker-Dealers, and the Issuers shall have no further obligation to register
Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange
Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.




          No securities other than the Exchange Securities shall be included in the Exchange Offer
Registration Statement.










 



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          (b) The Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or policies represent the
prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly
permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Securities in compliance with the
Securities Act.




          The Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained therein in order to permit
such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Securities; provided,
however, that such period shall not be required to exceed 90 days, such longer period if
extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).




          If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes
acquired by them that have the status of an unsold allotment in the initial distribution, the
Company, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the
Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes”) of the Company, guaranteed by the Guarantors, that are identical
in all material respects to the Exchange Notes except for the placement of a restrictive legend on
such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted
by the CUSIP Service Bureau.




          In connection with the Exchange Offer, the Issuers shall:





     (1) mail, or cause to be mailed, to each Holder of record entitled to participate in
the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents;




     (2) keep the Exchange Offer open for not less than 20 Business Days from the date that
notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);









 



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     (3) utilize the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York or in Wilmington, Delaware;




     (4) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer remains open;
and




     (5) otherwise comply in all material respects with all laws, rules and regulations
applicable to the Exchange Offer.




     As soon as practicable after the close of the Exchange Offer and any Private Exchange, the
Issuers shall:




     (1) accept for exchange all Registrable Securities validly tendered and not validly
withdrawn pursuant to the Exchange Offer and any Private Exchange;




     (2) deliver to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and




     (3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes,
Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to
the Notes of such Holder so accepted for exchange; provided that, in the case of any
Notes held in global form by a depositary, authentication and delivery to such depositary of
one or more replacement Notes in global form in an equivalent principal amount thereto for
the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.



          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall
have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuers; and (iii) all governmental approvals shall have been
obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or
Private Exchange.




          The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be
issued under (i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the TIA or is exempt from such
qualification and shall provide that the Exchange Securities shall not be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all







 



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matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the
Notes will have the right to vote or consent as a separate class on any matter.




          (c) If, (i) because of any change in law or in currently prevailing interpretations of the
staff of the SEC, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange
Offer is not consummated within 360 days of the Issue Date, (iii) any holder of Private Exchange
Notes so requests in writing to the Issuers at any time within 30 days after the consummation of
the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such
Holder does not receive Exchange Securities on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to the status of such
Holder as an affiliate of the Issuers within the meaning of the Securities Act) and so notifies the
Issuers within 30 days after such Holder first becomes aware of such restrictions, in the case of
each of clauses (i) to and including (iv) of this sentence, then the Issuers shall promptly deliver
to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and
shall file a Shelf Registration pursuant to Section 3 hereof.





	 	3.	 	Shelf Registration





          If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:




          (a) Shelf Registration. The Issuers shall promptly file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities (the “Initial Shelf Registration”). The Issuers shall use their
reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the
Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in the manner or
manners designated by them (including, without limitation, one or more underwritten offerings).
The Issuers shall not permit any securities other than the Registrable Securities to be included in
the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).




          The Issuers shall use their reasonable best efforts to cause the Shelf Registration to be
declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the
Initial Shelf Registration continuously effective under the Securities Act until the earliest of
(i) the date that is two years from the Issue Date; (ii) such shorter period ending when all
Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf
Registration or (iii) the date upon which all Registrable Securities become eligible for resale
without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the
“Effectiveness Period”); provided, however, that the Effectiveness Period
in respect of the Initial Shelf Registration shall be extended to the extent required to permit
dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the
Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this
Agreement, at any time, the










 



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Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend
the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive
days or more than three (3) times during any calendar year (each, a “Shelf Suspension
Period”), if the Board of Directors of the Company determines reasonably and in good faith that
the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof
would require the disclosure of non-public material information that, in the reasonable judgment of
the Board of Directors of the Company, would be detrimental to the Issuers if so disclosed or would
otherwise materially adversely affect a financing, acquisition, disposition, merger or other
material transaction or such action is required by applicable law.




          (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the Securities registered
thereunder), the Issuers shall use their reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall file an additional Shelf
Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by
and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration
(each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed,
the Issuers shall use their reasonable best efforts to cause the Subsequent Shelf Registration to
be declared effective under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to the number of days
in the Effectiveness Period less the aggregate number of days during which the Initial Shelf
Registration or any Subsequent Shelf Registration was previously continuously effective. As used
herein, the term “Shelf Registration” means the Initial Shelf Registration and any
Subsequent Shelf Registration.




          (c) Supplements and Amendments. The Issuers shall promptly supplement and amend the
Shelf Registration if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the Securities Act, or if
reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities (or their counsel) covered by such Registration Statement with respect to the
information included therein with respect to one or more of such Holders, or, if reasonably
requested by any underwriter of such Registrable Securities, with respect to the information
included therein with respect to such underwriter.





	 	4.	 	Additional Interest





          (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the
Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree
to pay, jointly and severally, as liquidated damages, additional interest on the Notes
(“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities
for all










 



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Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a
Shelf Registration Statement declared effective, in either case on or prior to the 360th day after
the Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf
Registration Statement and such Shelf Registration Statement is not declared effective on or prior
to the 360th day after the date such Shelf Registration Statement filing was requested or required
or (C), if applicable, a Shelf Registration has been declared effective and such Shelf Registration
ceases to be effective at any time during the Effectiveness Period (other than because of the sale
of all of the Securities registered thereunder), then Additional Interest shall accrue on the
principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an
additional 0.25% per annum for each subsequent 90 day period that such Additional Interest
continues to accrue, provided that the rate at which such Additional Interest accrues may in no
event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing
on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the
date such Shelf Registration Statement filing was requested or required in the case of (B) above or
(z) the day such Shelf Registration ceases to be effective in the case of (C) above;
provided, however, that upon the exchange of the Exchange Securities for all
Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the
applicable Shelf Registration Statement (in the case of clause (B) of this Section 4), or upon the
effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective
(in the case of clause (C) of this Section 4), Additional Interest on the Notes in respect of which
such events relate as a result of such clause (or the relevant subclause thereof), as the case may
be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Issuers
shall not be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf
Suspension Period permitted by Section 3(a) hereof.




          (b) The Issuers shall notify the Trustee within one business day after each and every date on
which an event occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be
payable in cash semiannually on each May 15 and November 15 (to the holders of record on the May 1
and November 1 immediately preceding such dates), commencing with the first such date occurring
after any such Additional Interest commences to accrue. The amount of Additional Interest will be
determined by the Issuers by multiplying the applicable Additional Interest rate by the principal
amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the
basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.





	 	5.	 	Registration Procedures





          In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Issuers shall effect such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and pursuant










 



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thereto and in connection with any Registration Statement filed by the Issuers hereunder the
Issuers shall:




          (a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf
Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3
hereof, and use its reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that if (1)
such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period relating thereto from whom the Issuers have received prior written notice that it
will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and
afford counsel for the Holders of the Registrable Securities covered by such Registration Statement
(with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such
Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be,
and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least three Business Days prior to such
filing). The Issuers shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement, their counsel, or the managing underwriters, if
any, shall reasonably object.




          (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the Effectiveness Period,
the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the
Securities Act and the Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being sold by any
Participating Broker-Dealer covered by any such Prospectus in all material respects. The Issuers
shall be deemed not to have used their reasonable best efforts to keep a Registration Statement
effective if it voluntarily takes any action that is reasonably expected to result in selling
Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to
sell Exchange Securities not being able to sell such Registrable Securities or such Exchange
Securities during that period unless such action is required by applicable law or permitted by this
Agreement.










 



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          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period relating thereto from whom the Issuers have
received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify
the selling Holders of Registrable Securities (with respect to a Registration Statement filed
pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within three Business Days), and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any preliminary prospectus or the initiation of
any proceedings for that purpose, (iii) if at any time when a prospectus is required by the
Securities Act to be delivered in connection with sales of the Registrable Securities or resales of
Exchange Securities by Participating Broker-Dealers the representations and warranties of the
Issuers contained in any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct, (iv) of the receipt by the Issuers of any notification
with respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of
any condition or any information becoming known that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or documents so that, in the
case of the Registration Statement, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, and (vi) of the Issuers’ determination that a post-effective amendment to a
Registration Statement would be appropriate.




          (d) Use its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of any







 



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of the Registrable Securities or the Exchange Securities to be sold by any Participating
Broker-Dealer, for sale in any jurisdiction.




          (e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a
majority in aggregate principal amount of the Registrable Securities being sold in connection with
an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or underwriters (if any),
such Holders or counsel for either of them reasonably request to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuers have received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such
Registration Statement.




          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, furnish to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such
Registration Statement) and to their respective counsel and each managing underwriter, if any, at
the sole expense of the Issuers, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits.




          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, deliver to each selling Holder of
Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the last paragraph of
this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Securities or each such
Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus
and any amendment or supplement thereto.










 



-15-




          (h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to
register or qualify, and to cooperate with the selling Holders of Registrable Securities or each
such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the United States as any
selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably
request in writing; provided, however, that where Exchange Securities held by
Participating Broker-Dealers or Registrable Securities are offered other than through an
underwritten offering, the Issuers agree to cause their counsel to perform Blue Sky investigations
and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep
each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities
held by Participating Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Issuers shall not be required
to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any such jurisdiction where
it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in
any such jurisdiction where it is not then so subject.




          (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling
Holders of Registrable Securities and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold, which certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to
be in such denominations (subject to applicable requirements contained in the Indenture) and
registered in such names as the managing underwriter or underwriters, if any, or Holders may
request.




          (j) Use its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other U.S. governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Securities, except as may
be required solely as a consequence of the nature of such selling Holder’s business, in which case
the Issuers will cooperate in all respects with the filing of such Registration Statement and the
granting of such approvals.




          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2







 



-16-




hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer
who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any
event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Issuers, a
supplement or post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference, or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the
purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating
Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.




          (l) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in
a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Registrable Securities.




          (m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf
Registration, enter into an underwriting agreement as is customary in underwritten offerings of
debt securities similar to the Securities (including, without limitation, a customary condition to
the obligations of the underwriters that the underwriters shall have received “cold comfort”
letters and updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of the Issuers (and,
if necessary, any other independent certified public accountants of the Issuers, or of any business
acquired by the Issuers, for which financial statements and financial data are, or are required to
be, included or incorporated by reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of debt securities
similar to the Securities), and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Securities and, in such connection, (i) make such representations
and warranties to, and covenants with, the underwriters with respect to the business of the Issuers
(including any acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by Issuers to underwriters in underwritten offerings
of debt securities similar to the Securities, and confirm the same in writing if and when
requested; (ii) obtain the written opinions of counsel to the Issuers, in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters
covering the matters customarily covered in opinions reasonably requested in underwritten
offerings; and (iii) if an underwriting agreement is entered into, the same







 



-17-




shall contain indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and
procedures reasonably acceptable to Holders of a majority in aggregate principal amount of
Registrable Securities covered by such Registration Statement and the managing underwriter or
underwriters or agents, if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.




          (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Securities during the Applicable Period, make available for inspection by any Initial
Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such disposition of
Registrable Securities, if any, and any attorney, accountant or other agent retained by any such
selling Holder or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating
Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the
“Inspectors”), upon written request, at the offices where normally kept, during reasonable
business hours, all pertinent financial and other records, pertinent corporate documents and
instruments of the Company and subsidiaries of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company and any of its
subsidiaries to supply all information (“Information”) reasonably requested by any such
Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in
writing that it will keep the Records and Information confidential, to use the Information only for
due diligence purposes, to abstain from using the Information as the basis for any market
transactions in securities of the Issuers and that it will not disclose any of the Records or
Information that the Company determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is
necessary to avoid or correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information
is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder,
or (iv) the information in such Records or Information has been made generally available to the
public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;
provided, however, that prior notice shall be provided as soon as practicable to
the Issuers of the potential disclosure of any information by such Inspector pursuant to clauses
(i) or (ii) of this sentence to permit the Issuers to obtain a protective order (or waive the
provisions of this paragraph (n)) and that such Inspector shall take such actions as are







 



-18-




reasonably necessary to protect the confidentiality of such information (if practicable) to
the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector.




          (o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof, as the case may be, to be qualified under the TIA not later than the effective date of the
first Registration Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the Registrable Securities,
to effect such changes (if any) to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable
best efforts to cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.




          (p) Comply in all material respects with all applicable rules and regulations of the SEC and
make generally available to its securityholders with regard to any applicable Registration
Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company, after the effective date of a Registration Statement,
which statements shall cover said 12-month periods; provided that this requirement shall be deemed
satisfied by the Issuers complying with Section 4.02 of the Indenture.




          (q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Issuers, in a form customary for underwritten transactions, addressed to the Trustee
for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the
Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and
the related Guarantees), as the case may be, the related guarantee and the related indenture
constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers in
accordance with their respective terms, subject to customary exceptions and qualifications. If the
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable
Securities by Holders to the Issuers (or to such other Person as directed by the Issuers), in
exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as
the case may be, the Issuers shall mark, or cause to be marked, on such Registrable Securities that
such Registrable Securities are being cancelled in exchange for the Exchange Securities or the
Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied.










 



-19-




          (r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be
made with the National Association of Securities Dealers, Inc. (the “NASD”).




          (s) Use its respective reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Exchange Securities and/or Registrable Securities covered by a
Registration Statement contemplated hereby.




          The Issuers may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuers such information regarding such seller and the
distribution of such Registrable Securities as the Issuers may, from time to time, reasonably
request. The Issuers may exclude from such registration the Registrable Securities of any seller
so long as such seller fails to furnish such information within a reasonable time after receiving
such request. Each seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Issuers all information required to be disclosed in order to make the information
previously furnished to the Issuers by such seller not materially misleading.




          If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Issuers, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such Holder, to the effect
that the holding by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial requirements of the Issuers,
or (ii) in the event that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to
the time that such reference ceases to be required.




          Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuers of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Issuers that
the use of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuers shall give any such notice, each of the
Applicable Period and the Effectiveness Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and including the date







 



-20-




when each seller of Registrable Securities covered by such Registration Statement or Exchange
Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received
(x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y)
the Advice.





	 	6.	 	Registration Expenses





          All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuers of their obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers, whether or
not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or
becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Securities and determination of the eligibility of the
Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions
in the United States (x) where the holders of Registrable Securities are located, in the case of
the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable
Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the
Holders of a majority in aggregate principal amount of the Registrable Securities included in any
Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by
any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and
expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of
counsel for the Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements
of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a
majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration
(which counsel shall be reasonably satisfactory to the Issuers) exclusive of any counsel retained
pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m) hereof (including, without limitation, the expenses of any
“cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if
any, and any fees associated with making the Registrable Securities or Exchange Securities eligible
for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the
Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the
Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and
expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the
expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of
the securities to be registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable and (xii) the expenses relating to printing,







 




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word processing and distributing all Registration Statements, underwriting agreements,
indentures and any other documents necessary in order to comply with this Agreement.





	 	7.	 	Indemnification and Contribution.





          (a) The Issuers jointly and severally agree to indemnify and hold harmless each Holder of
Registrable Securities and each Participating Broker-Dealer selling Exchange Securities during the
Applicable Period, and each Person, if any, who controls such Person or its affiliates within the
meaning of Section 15 of the Act or Section 20 of the
Exchange Act (each, a “Participant”) as
follows:





     (i) against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, arising out of any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Issuers shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading;




     (ii) against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 7(d) below) any such settlement is
effected with the written consent of any Issuers; and




     (iii) against any and all expense whatsoever, as incurred (including the fees
and disbursements of counsel chosen by such indemnified party), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;



          provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented), any preliminary prospectus or any amendment or
supplement thereto, in reliance upon and in conformity with written information relating to any
Participant furnished to the Issuers by such Participant specifically for use therein. The
indemnity provided for in this Section 7 will be in addition to any liability that the Issuers may







 



-22-




otherwise have to the indemnified parties. The Issuers shall not be liable under this Section
7 to any indemnified party regarding any settlement or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent is consented to by the Issuers, which consent shall not be unreasonably withheld.




          (b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the
Issuers, their respective directors (or equivalent), their respective officers who sign any
Registration Statement and each person, if any, who controls the Issuers within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages,
liabilities or expense to which the Issuers or any such director, officer or controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, described in subsection (a)
of this Section 7, as incurred, but only with respect to untrue statements or omissions or alleged
untrue statements or omissions in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus, in reliance upon and in conformity with written
information concerning such Participant, furnished to the Issuers by or on behalf of such
Participant, specifically for use therein. The indemnity provided for in this Section 7 will be in
addition to any liability that the Participants may otherwise have to the indemnified parties. The
Participants shall not be liable under this Section 7 to any indemnified party regarding any
settlement or compromise or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent is consented to by the
Participants, which consent shall not be unreasonably withheld. The Issuers shall not, without the
prior written consent of such Participant, effect any settlement or compromise of any pending or
threatened proceeding in respect of which such Participant is or could have been a party, or
indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes
an unconditional written release of such Participant, in form and substance reasonably satisfactory
to such Participant, from all liability on claims that are the subject matter of such proceeding
and (B) does not include any statement as to an admission of fault, culpability or failure to act
by or on behalf of such Participant.




          (c) Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party
from any liability hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. The indemnifying party shall be entitled to appoint counsel (including
local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent
the indemnified party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and







 



-23-




expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including
local counsel) to represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel with
a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action
includes both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded (based on the advice of counsel to the indemnified person) that there may be
legal defenses available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this Section (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation, investigation, proceeding
or claim and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.




          (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.




          (e) After notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel ap-







 



-24-




pointed to defend such action, the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with
the third sentence of paragraph (c) of this Section 7 or (ii) the indemnifying party has authorized
in writing the employment of counsel for the indemnified party at the expense of the indemnifying
party. After such notice from the indemnifying party to such indemnified party, the indemnifying
party will not be liable for the costs and expenses of any settlement of such action effected by
such indemnified party without the prior written consent of the indemnifying party (which consent
shall not be unreasonably withheld), unless such indemnified party waived in writing its rights
under this Section 7, in which case the indemnified party may effect such a settlement without such
consent.




          (f) If the indemnification provided for in Section 7 hereof is for any reason unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers on the one hand and such Participant on the other hand from the
offering of the Securities or Exchange Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Issuers on the one hand and of such Participant on the other hand in
connection with the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations. The relative benefits
received by the Issuers on the one hand and such Participant on the other hand in connection with
the offering of the Securities or Exchange Securities pursuant to this Agreement shall be deemed to
be in the same respective proportions as the total net proceeds from the offering of the Securities
or Exchange Securities pursuant to this Agreement (before deducting expenses) received by CMP and
the total purchase discount or commission received by such Participant (or if such Participant did
not receive discounts or commissions, the value of receiving the Securities or Exchange
Securities), bear to the aggregate initial offering price of the Securities or Exchange Securities.
The relative fault of the Issuers on the one hand and such Participant on the other hand shall be
determined by reference to, among other things, whether any such untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Issuers or by such Participant and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The parties agree
that it would not be just and equitable if contribution pursuant to this Section 7(f) were
determined by pro rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7(f). The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 7(f) shall be deemed to include any legal or other expenses rea-







 



-25-




sonably incurred by such indemnified party in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission. Notwithstanding the provisions of this Section 7(f), no Participant
shall be required to contribute any amount in excess of the amount by which the total price at
which the Securities or Exchange Securities purchased and sold by it hereunder exceeds the amount
of any damages which such Participant has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 7(f), each person, if any, who controls a Participant within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and each Participant’s Affiliates and
selling agents shall have the same rights to contribution as such Participant, and each person, if
any, who controls Issuers within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as such Issuers.





	 	8.	 	Rules 144 and 144A





          The Issuers covenant and agree that they will use reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time the Issuers are not required to file
such reports, the Issuers will, upon the request of any Holder or beneficial owner of Registrable
Securities, make available such information necessary to permit sales pursuant to Rule 144A. The
Issuers further covenant and agree, for so long as any Registrable Securities remain outstanding
that they will take such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144(k) under the Securities Act and Rule 144A unless the Issuers are then subject
to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information
requirements of Rule 144A then in effect.





	 	9.	 	Underwritten Registrations





          The Issuers shall not be required to assist in an underwritten offering unless requested by
the Holders of a majority in aggregate principal amount of the Registrable Securities. If any of
the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers.










 



-26-




          No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting
arrangements.





	 	10.	 	Miscellaneous





          (a) No Inconsistent Agreements. The Issuers have not as of the date hereof, and the
Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any
of its securities that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ other issued and outstanding securities under any such
agreements. The Issuers will not enter into any agreement with respect to any of its securities
which will grant to any Person piggy-back registration rights with respect to any Registration
Statement.




          (b) Adjustments Affecting Registrable Securities. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Securities as a class that would
adversely affect the ability of the Holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement.




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, otherwise than with the prior written consent of (I) the Issuers, and (II) (A) the
Holders of not less than a majority in aggregate principal amount of the then outstanding
Registrable Securities and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented
without the prior written consent of each Holder and each Participating Broker-Dealer (including
any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange
Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any
such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being sold pursuant to such Registration
Statement.










 



-27-




          (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:





     (i) if to a Holder of the Registrable Securities or any Participating Broker-Dealer, at
the most current address of such Holder or Participating Broker-Dealer, as the case may be,
set forth on the records of the registrar under the Indenture, with a copy in like manner to
the Initial Purchasers as follows:


Merrill Lynch, Pierce, Fenner

& Smith Incorporated

4 World Financial Center

New York, New York 10080

Facsimile No.: (212) 738-1949

Attention: Cecile Baker



with a copy to:



Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: Ann S. Makich, Esq.





	 	(ii)	 	if to the Initial Purchasers, at the address specified in Section 10(d)(i);
	 
	 	(iii)	 	if to the Issuers, at the address as follows:




CMP Susquehanna Corp.

14 Piedmont Center,

3536 Piedmont Road

Suite 1400

Atlanta, Georgia 30305

Facsimile No.: (404) 949-0740

Attention: Martin S. Gausvik










 



-28-

with a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Stephan S. Feder, Esq.




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
upon written confirmation, if sent by facsimile.




          Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.




          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (g) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the










 



-29-



same or substantially the same result as that contemplated by such term, provision, covenant
or restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (j) Notes Held by the Issuers or Their Affiliates. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Issuers or their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.




          (k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.




          (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.










 



 




          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	CMP SUSQUEHANNA CORP.

 	 
	 	By:  	/s/
Lewis W. Dickey	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	CMP SUSQUEHANNA RADIO HOLDINGS CORP.

 	 
	 	By:  	/s/
Lewis
W. Dickey	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 



Signature Page to Registration Rights Agreement










 



 

	 	 	 	 	 
	 	SUBSIDIARY GUARANTORS LISTED ON

SCHEDULE A

 	 
	 	By:  	/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	KLIF BROADCASTING LIMITED PARTNERSHIP 



KLIF RADIO, INC., AS GENERAL PARTNER

 	 
	 	By:  	/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	KPLX LIMITED PARTNERSHIP 



KPLX RADIO, INC., AS GENERAL PARTNER

 	 
	 	By:  	/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	KRBE LIMITED PARTNERSHIP 



KRBE RADIO, INC., AS GENERAL PARTNER

 	 
	 	By:  	/s/
Lewis W. Dickey, Jr.	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 
	 




Signature Page to Registration Rights Agreement










 



 


The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED

GOLDMAN, SACHS & CO.

DEUTSCHE BANK SECURITIES INC.

UBS SECURITIES LLC

BANC OF AMERICA SECURITIES LLC




By: MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED




	 	 	 	 	 
	By:
	 	 Cecile Baker	 	 
	 

	 	 

Name: Cecile Baker
	 	 
	 

	 	Title: Director	 	 






For itself, the other Representatives and

the other several Initial Purchasers.




Signature Page to Registration Rights Agreement










 



 


SCHEDULE I




THE GUARANTORS




Bay Area Radio Corp.

CMP Susquehanna Radio Holdings Corp.

CMP KC Corp.

CMP Houston-KC, LLC

Indianapolis Radio License Co.

Indy Lico, Inc.

KFFG Lico, Inc.

KLIF Broadcasting , Inc.

KLIF Lico, Inc.

KLIF Radio, Inc.

KNBR, Inc.

KNBR Lico, Inc.

KPLX Lico, Inc.

KPLX Radio, Inc.

KRBE Broadcasting, Inc.

KRBE Lico, Inc.

KRBE Radio, Inc.

Radio Cincinnati, Inc.

Radio Indianapolis, Inc.

Radio Metroplex, Inc.

Radio San Francisco, Inc.

S.C.I. Broadcasting, Inc.

Sunnyside Communications, Inc.

Susquehanna License Co., LLC

Susquehanna Media Co.

Susquehanna Pfaltzgraff Co.

Susquehanna Radio Corp.

Susquehanna Radio Services, Inc.

Texas Star Radio, Inc.

WFMS Lico, Inc.

WNNX Lico, Inc.

WRRM Lico, Inc.

WSBA Lico, Inc.

WVAE Lico, Inc.




Signature Page to Registration Rights Agreement